MBAV SEC filings, in plain English
Everything Velos Acquisition I Corp. has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Schedule 13G — a routine compliance exhibit and beneficial ownership report filed pursuant to Section 13(d) of the Securities Exchange Act. The provided text lists AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as holders but discloses zero share quantities, purchase prices, amendment flags, or transaction dates. Therefore, no change occurred in beneficial ownership relative to redemption thresholds, trust distribution schedules, extension triggers, deal milestone tracking, or sponsor oversight. The only dated datum in the record is the filing timestamp of 2026-08-13. Why it matters: Because the excerpt omits percentage holdings, cost basis, and the standard Purpose of Transaction clause, it provides no verifiable signal about institutional positioning ahead of the stated deadline of 2027-08-02 or the referenced trust value of $10.86. Investors cannot determine whether the named firms plan to convert shares, vote for the business combination, or remain passive, meaning the filing adds no actionable intelligence to redemption calendars, valuations, or corporate governance tracking.(flagged for human review)
What changed: Schedule 13G/A — beneficial ownership report. The filing is an amended beneficial ownership disclosure submitted by Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC. It updates their previously reported equity position in the company. The excerpt does not state a revised share count, ownership percentage, acquisition date, or any new financial metrics. Why it matters: Schedule 13G/A amendments track cumulative or passive holdings, and the filing itself confirms the reporting group continues to hold securities without indicating a change in control or activist intent. In the context of the announced merger and the specified 2027-08-02 deadline, this report does not alter redemption procedures, impact the stated per-share trust value, or trigger extension mechanisms. Investors should review the complete amendment for precise percentage disclosures and any stated purpose of acquisition that could signal post-deal governance expectations.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026. The previously announced business combination with ReserveOne was terminated on June 12, 2026. Shareholders subsequently approved a 12-month extension of the deadline to August 2, 2027, and other charter amendments. Post-quarter, 12,455,589 Class A shares were redeemed at approximately $10.88 per share, reducing the trust account to about $177.3 million and outstanding Class A shares to 16,294,411. The sponsor converted all 7,187,500 Class B shares into Class A shares, sold 4,279,275 of those to investors at $3.33 per share for $14.25 million, and transferred 7,612,155 private placement warrants to non-redemption shareholders. The company borrowed $3.5 million under a new $4 million promissory note from the sponsor. As of June 30, 2026, the trust value was $10.86 per share, cash was $142,798, and the working capital deficit was $8,049,671. The company expressed substantial doubt about its ability to continue as a going concern. Why it matters: This filing documents the failure of the ReserveOne deal, the company's survival through a shareholder-approved extension, and the resulting trust account depletion from redemptions. It provides updated trust value, share count, and deadline information critical for redemption calendar tracking. It also details sponsor conduct, including share sales and warrant transfers to secure non-redemption commitments, which are relevant for assessing sponsor alignment and dilution.
What changed vs 2026-05-14trust $309.6M → $312.3M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $309.6M$312.3M
- Combination deadline
- not previously extracted2027-08-02
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $2.5M · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $2,740,218 was added to the trust between the two filings.
The clause …“from related party 527 527 Total current assets 208,800 1,300,422 Investments held in Trust Account 312,319,510 306,880,908 Total Assets $ 312,528,310 $ 308,181,330 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
The clause …“an initial business combination by 12 months (from August 2, 2026 to August 2, 2027) (the “Extension Amendment”); (ii) permit the Company, following the effective date of the amendments after all redemptions pursuant to the”…
The clause …“deficit of $ 8,049,671 . In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the”…
The clause “2025, we issued the 2025 Note to the Sponsor pursuant to which the Company has borrowed $2,500,000 from the Sponsor as of June 30, 2026. Up to $1,500,000 of the 2025 Note may be convertible into private placement warrants of the post”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 4 insider ownership report documenting beneficial ownership changes by Velos Acquisition I Corp.’s President and its affiliated sponsor entities. According to the filing, on July 20, 2026, the reporting persons converted and acquired 7,187,500 shares, then disposed of 4,279,275 shares at $3.33 per share, leaving 2,908,225 shares owned after the transactions. Why it matters: The reported $3.33 disposition price operates entirely outside the $10.86 trust/share mechanics and has no direct impact on the August 2, 2027 redemption expiration, trust balance, or merger timeline. The document contains no statements about extensions, cash redeposits, or adjustments to the $10.86 per-share baseline. Instead, the filing records active promoter selling by the company’s President and multiple Mi7/Capital sponsor affiliates during the DEAL_ANNOUNCED phase. For investors monitoring sponsor conduct and redemption behavior, the discount transactions signal secondary liquidity events rather than operational distress or structural changes to the business combination process. The report includes no claims about customer contracts, revenue metrics, addressable market size, technology milestones, strategic partnerships, personnel changes beyond the reporting titles, or pending litigation.
What changed: Schedule 13D/A — Beneficial Ownership Report (routine compliance exhibit). No shareholder percentages, transaction dates, or funding events are disclosed. The provided extract contains only an SEC accession bracket and a system annotation reading 'Structured holder table not present in this XML variant.' Consequently, the filing records no alteration in voting power relative to the sponsor’s promoted shares, no new financial or operational commitments linked to the redemption deadline (2027-08-02), and no adjustment impacting the per-share trust amount ($10.86). Why it matters: Market participants monitor 13D/A amendments to detect block-level accumulation, liquidation, or pledge activity that precedes redemption thresholds, extension referendum outcomes, or merger approval votes. Although this filing type would typically reveal how institutional or strategic holders position themselves ahead of the announced business combination, the truncated XML supplies zero numerical data or narrative. Attributing claims strictly to their source, the extract makes no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Therefore, no factual basis exists to revise redemption forecasts, assess deal execution momentum, or evaluate sponsor conduct. The submission remains procedurally inert until the complete schedule is accessed, yet its filing timestamp alone confirms continued regulatory disclosure compliance for the reported stakeholder class.
What changed: A Form 8-K Current Report filed by Velos Acquisition I Corp. announcing the outcomes of an Extraordinary General Meeting held on July 17, 2026, including shareholder vote tallies, constitutional amendments, trust agreement modifications, a corporate rebranding, and concurrent financing and equity transactions. Per the registrant’s filing, shareholders approved extending the initial business combination deadline by 12 months to August 2, 2027. The Company reports approving a Trust Interest Withdrawal Amendment that permits withdrawing up to $0.10 for each non-redeemed Class A Ordinary Share from trust account interest, allocating $1,000,000 toward ordinary course expenses and directing any excess toward accrued liabilities. As recorded in the meeting minutes, holders redeemed 12,455,589 Class A Ordinary Shares at approximately $10.88 per share, leaving approximately $177,286,938 in the Trust Account. Following those redemptions, the Company states that the Sponsor converted 7,187,500 Class B Ordinary Shares into Class A Ordinary Shares, producing 23,481,911 Class A Ordinary Shares outstanding and zero Class B Ordinary Shares. According to the promissory note exhibit, the Company borrowed $3,500,000 on July 21, 2026 from MI7 Sponsor, LLC under a $4,000,000 facility that bears no interest and matures upon a business combination; the Sponsor explicitly waives claims against the Trust Account, noting repayment depends entirely on non-trust funds if a merger does not close. In connection with the meeting, the Company confirms it executed Voting Support and Non-Redemption Agreements where the Sponsor transferred 7,612,155 private placement warrants and sold 4,279,275 converted shares to investors in exchange for affirmative votes and binding commitments not to redeem shares. Why it matters: The Company’s extension shifts the redemption calendar to August 2, 2027, while the explicit authorization to withdraw trust interest mechanically reduces the aggregate trust pool and subsequently lowers the per-share redemption value available to retained holders. The Sponsor’s issuance of an interest-free $4,000,000 loan supplies immediate working capital without tapping the primary trust balance, yet the instrument’s strict non-recourse carve-out preserves trust integrity at the expense of delayed lender recovery if a deal stalls. By replacing the prior fair value safeguard with explicit authority to pursue affiliate combinations, the Company strips away a procedural review step—a governance change that prompted 3,012,685 opposing ballots. Simultaneously, the Sponsor’s direct distribution of 7,612,155 private placement warrants and sale of 4,279,275 converted shares to pre-identified investors demonstrates targeted capital stack optimization to secure the extension, though it concentrates downstream participation rights among selected counterparties rather than maintaining broad public parity.
What changed: A routine compliance exhibit: Schedule 13G/A (amended beneficial ownership report) filed by Meteora Capital, LLC on 2026-07-08 under identifier 0001905106-26-000116. Meteora Capital, LLC submitted an amended beneficial ownership filing for Velos Acquisition I Corp. (MBAV). The provided excerpt contains no adjusted share quantities, percentage-of-stock metrics, redemption instructions, merger voting posture, extension timeline modifications, or sponsor conduct assessments. No customer bases, revenue streams, market size estimates, strategic initiatives, technological assets, commercial partnerships, litigation positions, or executive personnel matters are attributed to the holder or disclosed within the text. Why it matters: A Schedule 13G/A generally logs a new institutional accumulation past a reporting threshold or corrects previously reported data. Because the excerpt omits numerical holdings and explicit redemption or deal-execution statements from Meteora Capital, LLC, it does not mechanically impact the 2027-08-02 deadline or the stated $10.86 per-share trust baseline. Subsequent pages or future amendments would be required to determine whether the holder is building positions to anchor the announced business combination, trimming exposure before shareholder redemption windows, or indicating friction over sponsor governance, valuation adequacy, or timeline feasibility.
What changed: This filing is a Definitive Proxy Statement (Form DEF 14A) and Notice of Extraordinary General Meeting filed by M3-Brigade Acquisition V Corp. to solicit shareholder votes on six proposals regarding corporate charter amendments, trust account adjustments, name change, fairness opinion removal, and meeting procedure ahead of the July 17, 2026 gathering. The proxy statement discloses that the Board executed a Mutual Termination Agreement on June 12, 2026 to end the ReserveOne Business Combination citing changed market dynamics and investor feedback. To avoid mandatory liquidation under the existing August 2, 2026 deadline, the Board proposes a special resolution to extend the consummation period by 12 months to August 2, 2027. Public shareholders may exercise redemption rights by submitting written requests to the transfer agent no later than 5:00 P.M. Eastern Time on July 15, 2026. The filing authorizes the Company to withdraw up to $0.10 per outstanding Class A Ordinary Share held by non-redeeming public shareholders from trust interest, allocating $1,000,000 to ordinary course expenses and any excess to accrued liabilities. Concurrently, the Sponsor and third parties entered agreements on June 12, 2026 securing approximately 16,000,000 Class A Ordinary Shares against redemption in exchange for up to 8 million transferred private placement warrants. The Sponsor also signed Securities Purchase Agreements to sell 4,279,279 converted Class B Ordinary Shares at $3.33 per share, generating $14,250,000 in gross proceeds that the Sponsor intends to use to make loans up to $4,000,000 to the Company for covered expenses. The proxy states the Trust Account held approximately $312,197,620 as of June 26, 2026, estimating a redemption price of $10.86 per share. The Company’s legal name will change to Velos Acquisition I Corp., and the sponsor definition will update to MI7 Sponsor, LLC. Why it matters: The Board asserts that moving the liquidation deadline to August 2, 2027 provides necessary time to identify a new business combination after the ReserveOne termination, while the July 15, 2026 redemption window allows exiting shareholders to receive cash based on the then-current trust valuation. The $0.10 per-share interest withdrawal permanently directs accrued trust earnings toward operational liabilities and expenses rather than preserving them for future redemptions or liquidation distributions. The Sponsor-backed $14,250,000 equity transaction and associated $4,000,000 loan facility inject working capital to sustain deal-search activities without public dilution. Binding non-redemption commitments covering roughly 16,000,000 shares, combined with the Sponsor and aligned voting parties controlling approximately 74% of voting power as reported in the statement, indicate the proposals will likely pass without broad public support. The Board states that removing the fairness opinion requirement for affiliated transactions reduces transaction costs and offers flexibility for volatile target industries, though it eliminates an independent valuation safeguard for minority holders. The filing notes the Company has generated no revenue to date, maintains executive offices at 200 Park Avenue, New York, NY, and plans to pivot its strategy away from its original digital asset treasury objective toward an undefined new target following the corporate renaming.
What changed: A routine compliance exhibit: a Form 3 initial statement of beneficial ownership of securities. According to the issuer’s SEC submission, Chief Financial Officer Thomas Boychuk reports 0 shares held directly. This initial reporting event does not alter the $10.86 per share trust value, adjust investor redemption windows through the August 2, 2027 deadline, or indicate changes in deal progress or sponsor conduct. Why it matters: Investors tracking insider alignment, redemption mechanics, and capital structure see no new shares issued, transferred, or encumbered by the CFO, meaning the public float and trust pool remain unchanged. The filing contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments beyond the standard executive title. As a static self-report attributed entirely to the issuer, it requires no computation, imports no external trust conventions, and carries zero impact on the upcoming redemption calendar or business combination timeline.
What changed: This filing is a Form 8-K Current Report covering Item 5.02, specifically documenting the simultaneous resignation of three directors and three principal officers, followed by their replacements. According to the registrant’s filing, effective June 18, 2026, directors Mohsin Y. Meghji, Benjamin Fader-Rattner, and Matthew Perkal resigned from the Board and its committees without citing any operational, policy, or practice disagreements. CEO Robert Rivas Collins, CFO Eric Greenhaus, and COO Matthew Perkal also resigned effective that date, with no disputed circumstances acknowledged. The Board restructured its Audit, Compensation, and Corporate Governance committees around remaining members Paul Kopsky, Thomas Fairfield, Edward Murphy, and Franklin Tsung. Chinh Chu was appointed Principal Executive Officer and Thomas Boychuk was appointed Chief Financial Officer. Both appointees are principals at CC Capital, an affiliate of MI7 Sponsor, LLC, and both receive zero compensation for their newly assigned roles. The filing makes no alterations to the August 2, 2027 deadline, does not reference the $10.86 per share trust value, and provides no updates on redemption mechanics, extension proposals, or target deal progress. Why it matters: Per the Company’s disclosure, the complete executive and board turnover—filled entirely by uncompensated sponsor affiliates—indicates consolidated sponsor control preceding the regulatory deadline. Substantive claims and personnel details in the filing include: Chu, age 60, has served as President since May 2025, founded CC Capital in 2016, worked at Blackstone from 1990 to 2015 (becoming Senior Managing Director in 2000), co-led CC Neuberger Principal Holdings II from May 2020 until its July 2022 business combination with Getty Images, Inc., and led CC Neuberger Principal Holdings I from January 2020 until its February 2021 merger with E2open Holdings, LLC. Boychuk, age 44, holds a B.S. in Accounting and a minor in Spanish from the University of Scranton, maintains a CPA certification, previously held roles at Blackstone’s Treasury Finance group, Barclays Fixed Income Credit product control, and PwC’s Banking & Capital Markets assurance practice, and executed a standard indemnity agreement referenced to Exhibit 10.6 of the Company’s Form S-1 (File No. 333-279951). The registrant lists Class A ordinary shares ($0.0001 par value) and warrants (exercisable at $11.50 per share) as NASDAQ-traded instruments. Management expressly states no undisclosed arrangements, family ties, or material related-party transactions exist between the appointees and current leadership beyond the sponsor affiliations detailed in the March 12, 2026 Annual Report on Form 10-K.
What changed: Preliminary proxy statement (PRE 14A) soliciting shareholder votes on six proposals for M3-Brigade Acquisition V Corp., including an extension of the deadline to complete a business combination, withdrawal of trust interest, name change, removal of fairness opinion requirement, trust agreement amendment, and adjournment. The SPAC terminated its business combination agreement with ReserveOne on June 12, 2026 and is now seeking a 12-month extension (to August 2, 2027) to find a new target. It also proposes to withdraw $0.10 per non-redeemed share from trust interest (up to $1M for ordinary expenses, excess for accrued liabilities), change its name to Velos Acquisition I Corp., remove the fairness opinion requirement for affiliated deals, and amend the trust agreement accordingly. The sponsor entered into voting/non-redemption agreements with holders of ~16M shares and securities purchase agreements to sell 4.28M founder shares at $3.33 for $14.25M. The redemption deadline is 5:00 PM ET on July 15, 2026. Why it matters: Shareholders face a redemption decision ahead of the July 17, 2026 meeting. The trust was $311,865,925 as of June 16, 2026 ($10.86 per share based on 28.75M shares). Approval appears likely given sponsor and voting agreement holders control roughly [•]% (placeholder in filing). The interest withdrawal ($0.10/share) reduces future trust value for non-redeeming holders. The fairness opinion removal reduces investor protections in future deals.
What changed: Schedule 13D/A — a regulatory amendment reporting a change in beneficial ownership exceeding five percent of Velos Acquisition I Corp. class common stock. The filing acts as a routine compliance exhibit confirming a Reporting Person has updated their prior disclosure. The provided text contains no narrative, no named entities, and no numerical holdings; it only states that the structured holder table is absent from this XML variant. Why it matters: Because the excerpt includes no figures, no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel can be extracted, and no individual or entity can be attributed for any statement. For redemption mechanics, the amendment triggers SEC monitoring ahead of the business combination deadline and the per-share trust value. Institutional ownership deltas often precede proxy votes on extensions or influence redemption liquidity expectations, but without the actual share counts, the impact on trust depletion or sponsor conduct remains unquantifiable here.
What changed: Form 8-K filed pursuant to Rule 425 announcing the mutual termination of the proposed merger with ReserveOne, Inc. and the initiation of a parallel extension program, including a shareholder vote to extend the business combination deadline, withdraw trust interest for working capital, and rename the entity to Velos Acquisition I Corp. The Company and ReserveOne mutually terminated the July 7, 2025 Business Combination Agreement citing changed digital asset market conditions. The Company will cancel its June 18, 2026 extraordinary meeting and instead solicit approval to extend the business combination deadline by twelve months (from August 2, 2026 to August 2, 2027) and change its legal name to Velos Acquisition I Corp. Concurrently, the Sponsor agreed to sell up to 4,279,279 Class A ordinary shares to investors at $3.33 per share for aggregate gross proceeds of $14,250,000, with up to $4,000,000 expected to be loaned to the Company for Covered Expenses. Approximately 16,000,000 Class A Shares are locked behind Voting and Non-Redemption Agreements, in exchange for which holders will receive up to approximately 8 million private placement warrants and/or a total aggregate amount of ten dollars ($10). The Charter Amendments also permit the Company to withdraw up to an aggregate amount of interest equal to $0.10 for each non-redeemed Class A Share, dedicating $1,000,000 to working capital and excess to Covered Expenses, while fully removing Article 49.12. The Form S-4 (Registration No. 333-279951) effective May 13, 2026 is withdrawn. As of May 20, 2026, the trust account held at least $311,083,518.90. Why it matters: Terminating the ReserveOne merger removes the existing business combination timeline and redemption trigger, resetting the SPAC's lifecycle. The accompanying extension and financing package secures substantial non-redeeming support (~16 million shares) and provides $4 million in bridge capital, significantly reducing near-term dissolution risk and preserving the ability to hunt for an alternative target through August 2027. Public shareholders face a binary choice: support the renamed extension framework to maintain the trust or redeem shares. Removing the fairness opinion requirement streamlines the proxy process, while the $10 incentive and warrant transfers aim to align large holder interests with the extension. The withdrawal of the S-4 confirms the ReserveOne transaction is formally dead.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-08-02 · unchanged
The clause …“a.m. E.T. on the Closing Date. If the Closing has not occurred on or before August 2, 2026 (the “ Outside Date ”), this Agreement may be terminated by Buyer by written notice to Seller, in which event the funds held in the Escrow”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K filed by M3-Brigade Acquisition V Corp. (MBAV) announcing the mutual termination of its business combination agreement with ReserveOne, entry into securities purchase and voting/non-redemption agreements, and plans to seek shareholder approval for a 12-month extension and charter amendments including a name change to Velos Acquisition I Corp. The BCA with ReserveOne terminated effective June 12, 2026, due to changed market conditions in digital assets. The scheduled shareholder meeting for the merger was cancelled. In its place, the sponsor (MI7 Sponsor, LLC) agreed to sell 4,279,279 Class A shares (converted from Class B) at $3.33 per share to investors for aggregate proceeds of $14,250,000, with a portion (up to $4,000,000) to be loaned to the SPAC for working capital/covered expenses. Simultaneously, voting and non-redemption agreements were signed with shareholders holding up to 16,000,000 Class A shares, who agreed not to redeem and to vote for charter amendments in exchange for up to 8,000,000 private placement warrants. The SPAC will now seek shareholder approval to extend its business combination deadline from August 2, 2026, to August 2, 2027, permit withdrawal of up to $0.10 per non-redeemed share from trust interest ($1,000,000 for working capital, excess for covered expenses), change its name to Velos Acquisition I Corp., and remove the fairness opinion requirement (Article 49.12). The form S-4 registration statement for the ReserveOne deal was withdrawn. Why it matters: This filing resets the SPAC's trajectory after a failed merger. The extension proposal, if approved, gives the SPAC one more year to find a new target. The non-redemption agreements lock in up to 16 million shares against redemption, which is critical to preserving trust cash. The sponsor's sale of shares at a deep discount ($3.33 vs trust value of ~$10.86) provides working capital but dilutes existing public shareholders. The removal of the fairness opinion requirement reduces governance protections. Investors need to track the upcoming extension vote and redemption decisions.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2026-08-02
SpacBrain reads this as the agreement may be terminated from 2026-08-02.
The clause …“a.m. E.T. on the Closing Date. If the Closing has not occurred on or before August 2, 2026 (the “ Outside Date ”), this Agreement may be terminated by Buyer by written notice to Seller, in which event the funds held in the Escrow”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This filing is a Definitive Additional Materials (DEFA14A) supplement to proxy materials for an extraordinary general meeting, structured operationally as a press release announcing a shareholder meeting postponement and a concurrent extension of the redemption window. Per the document, M3-Brigade Acquisition V Corp. postponed the extraordinary general meeting from June 15, 2026 at 11:00 a.m. Eastern Time to June 18, 2026 at 12:00 p.m. Eastern Time. The deadline for holders of Class A ordinary shares to submit redemption requests to the transfer agent was extended from 5:00 p.m. Eastern Time on June 11, 2026 to 5:00 p.m. Eastern Time on June 16, 2026. The corporate record date remains the close of business on May 7, 2026. The Company states the postponement provides shareholders additional time to review the business combination and submit proxies, while allowing the Company to continue outreach to unvoted shares. No modifications were made to the proposals under consideration or the board’s recommendations. The underlying Form S-4 registration statement was declared effective on May 13, 2026, and the definitive proxy statement/prospectus was first mailed to shareholders on May 21, 2026. Why it matters: Investors tracking the redemption calendar must act by 5:00 p.m. Eastern Time on June 16, 2026, to preserve their right to redeem Class A ordinary shares prior to the rescheduled vote on June 18, 2026. The tactical delay indicates active management of the voting and redemption pipeline rather than terminal deal attrition, with all previously filed timelines and approvals standing. Regarding the acquisition target, the Company describes ReserveOne, Inc. as a digital asset holding and management company expected to align with the future U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile, once it is established. According to the filing, ReserveOne intends to manage a diversified portfolio of cryptocurrencies and digital assets, generating yield by allocating assets to staking, protocol involvement, and venture participation in blockchain infrastructure, while asserting commitments to long-term asset stewardship, transparency, and regulatory alignment. All strategic descriptions are sourced directly from the Company’s disclosed materials. The filing’s forward-looking statements and risk disclosures, also sourced to the Company, flag multiple operational and compliance concerns: ReserveOne lacks an operating history as an early-stage company; its anticipated strategy could shift significantly away from crypto-related activities; it faces highly volatile cryptocurrency pricing, increased industry competition, and substantial legal, commercial, regulatory, and technical uncertainty surrounding digital assets; tax treatment of these assets varies across U.S. federal, state, local, and non-U.S. jurisdictions; it may encounter difficulties scaling post-closing; and it risks classification as a shell company by stock exchanges or the SEC. None of these performance projections or structural risks are guaranteed, as stated by the Company’s cautionary language.
What changed: A Form 8-K Current Report and accompanying News Release (Exhibit 99.1) announcing the postponement of an extraordinary general meeting of shareholders and the concurrent extension of the public share redemption deadline. The company postponed its shareholder meeting from June 15, 2026 at 11:00 a.m. ET to June 18, 2026 at 12:00 p.m. ET. The redemption deadline for holders of Class A ordinary shares was extended from 5:00 p.m. ET on June 11, 2026, to 5:00 p.m. ET on June 16, 2026. The record date remains the close of business on May 7, 2026. Per the filing, all previously submitted proxies remain valid unless revoked. The company states the delay is intended to provide additional time for shareholder consideration, proxy submission, and outbound vote outreach. Why it matters: This mechanical shift pushes the final capital allocation and conversion decision five business days later, keeping the proposed merger with ReserveOne, Inc. active without requiring a formal prospectus amendment or triggering a mandatory trust liquidation. According to the attached news release, ReserveOne plans to operate as a digital asset holding and management company expected to strategically align with a future U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile, targeting diversified cryptocurrency portfolios, yield generation via staking and protocol involvement, and blockchain infrastructure venture participation. The company notes that MI7 Sponsor, LLC—an affiliate of CC Capital, which also owns ReserveOne—is seeking the extension to secure shareholder approval. The filing’s forward-looking statements section warns that ReserveOne lacks an operating history, faces significant legal, commercial, regulatory, and technical uncertainty regarding cryptocurrencies, confronts highly volatile crypto pricing, may encounter limitations on token investments under securities laws, and risks potential post-announcement litigation. The company also cautions that heavy redemptions could impair public float, reduce liquidity, threaten Nasdaq listing maintenance, or hinder growth execution. Chief Executive Officer Robert Rivas Collins signed the report.
What changed: A Form 8-K filed pursuant to Rule 425 under the Securities Act, accompanied by Exhibit 99.1, a news release issued by M3-Brigade Acquisition V Corp. on June 10, 2026, announcing logistical changes to a shareholder vote and redemption window for a pending business combination. The extraordinary general meeting to consider the proposed business combination with ReserveOne, Inc. has been postponed from June 15, 2026 at 11:00 a.m. Eastern Time to June 18, 2026 at 12:00 p.m. Eastern Time. The deadline to submit redemption requests for Class A ordinary shares sold in the initial public offering to the transfer agent has been extended from 5:00 p.m. Eastern Time on June 11, 2026 to 5:00 p.m. Eastern Time on June 16, 2026. The record date remains the close of business on May 7, 2026. Previously submitted proxies remain valid unless revoked, and the meeting location continues at Troutman Pepper Locke LLP in New York alongside a live webcast. Why it matters: This scheduling adjustment provides shareholders an additional five business days to evaluate the transaction and tender shares before the adjourned vote. Regarding the transaction substance, the press release states that ReserveOne is a digital asset holding and management company expected to be strategically aligned with a future U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile, once established. ReserveOne plans to manage a diversified portfolio of cryptocurrencies and digital assets, generating additional yield by allocating assets to staking, protocol involvement, and venture participation in blockchain infrastructure, with commitments to long-term asset stewardship, transparency, and regulatory alignment. These strategic descriptions and operational expectations are attributed directly to ReserveOne and the company as disclosed in the filing. The document concurrently outlines material risk factors, stating that ReserveOne lacks an operating history as an early-stage company and that its business strategy may change significantly, including potentially moving away from its currently intended focus on crypto-related activities. Additional claims highlighted include the highly volatile nature of cryptocurrency prices, risks related to increased competition, significant legal, commercial, regulatory and technical uncertainty surrounding cryptocurrencies and their tax treatment, securities law limitations on token investments and yield generation, challenges due to limited operating history, and the possibility of future legal proceedings. The SPAC’s sponsor is identified as MI7 Sponsor, LLC, an affiliate of CC Capital, which also owns ReserveOne. The Form S-4 registration statement was declared effective on May 13, 2026, and the definitive proxy statement/prospectus was first mailed to stockholders on May 21, 2026.
What changed: Definitive Additional Materials (DEFA14A) serving as a corrective supplement to a definitive proxy statement and proxy card for M3-Brigade Acquisition V Corp., prepared to address an inadvertent drafting error discovered prior to shareholder distribution. Per the Company, the original proxy card inadvertently misstated Proposal 3(d) regarding the proposed charter’s authorized share capital; accordingly, the Board of Directors directs that all previously executed proxy cards be disregarded and shareholders must submit updated forms. The filing maintains the Extraordinary General Meeting schedule for June 15, 2026, at 11:00 a.m. Eastern Time, leaves the Business Combination Agreement dated July 7, 2025 unchanged, and introduces no alterations to trust accounting, redemption windows, extension provisions, or sponsor conduct protocols. Why it matters: According to the proxy soliciting materials, the transaction advances alongside an advisory governance package proposing a Pubco capital structure of 2,000,000,000 total authorized shares, partitioned into 1,000,000,000 Class A shares, 500,000,000 Class B shares, and 500,000,000 Preferred shares. The Board outlines a dual-class voting regime granting Pubco Class B Common Stock ten votes per share versus one vote for Pubco Class A Common Stock, mandates a 66 and 2/3% affirmative threshold to remove directors or amend Articles IV through XII, and designates the Delaware Court of Chancery as the exclusive venue for fiduciary and internal affairs disputes, reserving U.S. federal district courts solely for Securities Act claims. These non-binding advisory votes will shape post-merger control architecture and litigation forums, though the document clarifies there are no updates to target customer relationships, revenue streams, or executive personnel arrangements.
What changed: A Schedule 13G/A, which is a routine compliance exhibit filed to update disclosures of beneficial ownership exceeding five percent of a class of equity securities. The excerpt names Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC as joint reporting parties. It contains no share quantities, percentage ownership figures, date-of-acquisition markers, or transaction descriptions. Regarding the specified mechanics, it discloses no adjustments to voting concentration, redemption pacing, trust account activity, extension vote alignment, or sponsor conduct relative to the 2027-08-02 deadline or the $10.86 per share trust balance. Why it matters: In a SPAC classified as DEAL_ANNOUNCED, amended 13G filings from established activist managers frequently precede or accompany preparations for shareholder engagement. Activist position updates historically correlate with increased scrutiny of target due diligence, deal financing structures, and extension negotiations. Because the provided text omits the required ownership percentages and the mandatory Purpose section, the filing’s tangible impact on redemption thresholds or trust preservation cannot be quantified from this excerpt alone. Investors should monitor the full exhibit for stated intent, as activist campaigns typically materialize through proxy materials, press releases, or exchange communications rather than the bare ownership line item.
What changed: A routine compliance exhibit: a Schedule 13G joint filing agreement submitted pursuant to Rule 13d-1(k). This excerpt contains only the executed joint filing agreement among Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC. It reports no share counts, percentages, transaction dates, purchase prices, amendments to prior holdings, or changes in voting or investment control. Consequently, there is zero update contained herein to the reported redemption deadline of 2027-08-02, the tracked trust/shares value of $10.86, the proposed business combination timeline, extension mechanics, or sponsor conduct records. Why it matters: Schedule 13G filings serve as the regulatory mechanism for disclosing beneficial ownership of equity securities once a holder crosses the statutory reporting threshold. The execution of a joint filing agreement on May 15, 2026 confirms that Saba Capital and Mr. Weinstein maintain a consolidated beneficial ownership position requiring public reporting. In a SPAC operating at DEAL_ANNOUNCED status, the formalization or adjustment of large shareholder blocs directly shapes redemption liquidity expectations, influences potential extension vote coalitions, and establishes baseline leverage for merger term renegotiations. Because the attached exhibit omits the required data schedules (Items 3–4), the precise share quantity, dollar exposure, acquisition timeline, and whether this represents a newly disclosed position or a routine annual update cannot be verified from this document alone.
What changed: This document is a Schedule 13G/A beneficial ownership report [0001193125-26-225715] filed on 2026-05-15 that identifies Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam as holders. The provided filing text contains no tables, percentages, dollar amounts, or transaction narratives. Consequently, there are no reported adjustments to the redemption deadline, trust/share value, extension mechanics, merger timeline, or sponsor conduct. Why it matters: A Schedule 13G/A update typically signals a change in cumulative beneficial ownership exceeding five percent or a correction to prior disclosure. Although the excerpt omits the numerical holdings and purpose statement normally attached to the exhibit, the clustering of multiple Anson-affiliated management entities alongside three named individuals indicates these parties likely operate as a unified reporting group acting jointly. For investors tracking capital commitments, proxy alignment, or redemption posture, retrieving the full EDGAR filing body is necessary to confirm aggregate share counts, acquisition dates, and stated strategic intent. Because the provided text contains zero figures, no calculations, rounding, or imported trust-value conventions were applied; all referenced dates and values originate exclusively from the metadata you supplied.
What changed: This document is an amended Schedule 13G/A, a routine securities compliance exhibit filed to report changes in beneficial ownership. The filing text exclusively lists the report type, the SEC accession identifier, and the holder 'Meteora Capital, LLC'. It discloses no share counts, acquisition timelines, or percentage thresholds. Accordingly, it bears zero bearing on redemption mechanics, trust value calculations, extension proposals, deal execution milestones, or sponsor conduct. Why it matters: As a standard regulatory update concentrated solely on institutional portfolio tracking, the filing introduces no operational, financial, or structural disclosures. It asserts no positions regarding customer contracts, revenue trajectories, market sizing, technological roadmaps, partnership agreements, litigation exposure, or executive personnel changes. It confirms routine compliance without altering the baseline parameters of the announced combination or affecting investor redemption calculus.
What changed: 10-Q quarterly report. The filing reports the quarterly financial results for the quarter ended March 31, 2026. Key updates: (1) the registration statement for the proposed business combination with ReserveOne was declared effective on May 13, 2026, with closing expected in Q2 2026; (2) trust value per share increased from $10.67 at year-end to $10.77; (3) the company borrowed an additional $1.1 million from the sponsor under a promissory note; (4) the company continues to have a working capital deficit and management has raised substantial doubt about going concern if the business combination is not completed. Why it matters: The filing provides critical updates on the pending business combination, including the effective registration statement and expected closing timeline, which is the primary value driver for SPAC investors. The trust value increase reflects interest income. The additional sponsor note and going concern disclosure highlight the urgency and risk if the deal fails.
What changed vs 2025-11-12trust $303.9M → $309.6M +2%trust account, sponsor loans outstanding, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $303.9M$309.6M
- Sponsor loans outstanding
- not previously extracted$2.5M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $5,630,511 was added to the trust between the two filings.
The clause …“related party 527 527 Total current assets 1,016,115 1,300,422 Investments held in Trust Account 309,579,292 306,880,908 Total Assets $ 310,595,407 $ 308,181,330 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
The clause “25, we issued the Sponsor Note to the Sponsor pursuant to which the Company has borrowed $2,500,000 from the Sponsor as of March 31, 2026. Up to $1,500,000 of the Sponsor Note may be convertible into private placement warrants of the post”…
The clause …“deficit of $ 6,981,202 . In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 — — Class B ordinary shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A limited Power of Attorney exhibit appended to a Schedule 13G/A amendment for Velos Acquisition I Corp. According to the document, Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC executed a limited Power of Attorney granting Takahiro Katsura, Shuji Matsuura, and Adam Hopkins authority to prepare, execute, and timely file amended Forms 13G covering Sections 13(d) and 13(g) of the Exchange Act. No revised beneficial ownership percentages, acquisition dates, cost basis, or purpose-of-transaction disclosures appear in this excerpt; the update is strictly administrative delegation of filing responsibilities. Why it matters: As stated in the filing, this procedural exhibit confirms ongoing SEC reporting compliance by Mizuho-affiliated entities but bears zero impact on Velos Acquisition I Corp.'s $10.86 per share trust balance, the 2027-08-02 business combination deadline, extension mechanisms, or shareholder redemption windows. Per the document's content, it makes no claims regarding target customer concentration, revenue performance, total addressable market sizing, strategic roadmap, proprietary technology, commercial partnerships, active litigation, or operational executive turnover beyond the three signing authorities listed. Investors tracking MBAV’s deal execution timeline, sponsor conduct, or trust value maintenance will find no material developments or policy shifts contained within this exhibit.
What changed: Definitive proxy statement/prospectus (DEFM14A) for an extraordinary general meeting to approve a business combination between M3-Brigade Acquisition V Corp. (MBAV) and ReserveOne, Inc., with ReserveOne Holdings, Inc. (Pubco) as the combined entity. The filing sets a shareholder vote date of June 15, 2026, with redemption deadline of June 11, 2026. Trust value is approximately $10.67-$10.74 per share. The deal includes a $500M equity PIPE and $250M convertible notes PIPE, with proceeds to be converted to Bitcoin. Sponsor will receive Class B shares with 10:1 voting rights and earnout provisions. Extensive conflicts of interest disclosed, including sponsor loans of $2.5M and $1.1M payable at closing. Why it matters: Investors need to decide on redemption by June 11, 2026. The trust value per share is around $10.67-$10.74, providing a baseline for redemption decisions. The sponsor has significant financial incentives to complete the deal, including repayment of outstanding loans and receipt of high-vote stock. The post-combination company will be a Bitcoin treasury company. The filing provides all terms for shareholder evaluation, including dilution, ownership structure, and risk factors.
What changed: SEC Schedule 13G/A (amended beneficial ownership report) / routine compliance exhibit. The supplied text identifies Polar Asset Management Partners Inc. as the reporting holder for an amended beneficial ownership filing; it discloses no share quantities, ownership percentages, purchase prices, transaction dates, or purpose statements to evaluate shifts in voting or investment power. Why it matters: Because the excerpt contains only a regulatory classification, docket identifier, and holder name, it supplies no data on institutional accumulation or distribution that would inform redemption behavior, extension voting alignment, or sponsor conduct. It likewise contains no claims or metrics regarding a target company, projected revenue, market size, commercialization strategy, proprietary technology, strategic partnerships, pending litigation, or executive personnel. As a result, the filing text advances none of the tracked SPAC mechanics.
What changed: Schedule 13G beneficial ownership report accompanied by Exhibit 99.1, which is a Power of Attorney executed by Robert Jain on behalf of himself and the entities Jain Global LLC and Jain Holdings LLC. The filing introduces no amendments to redemption windows, trust valuations, business combination deadlines, extension provisions, merger execution status, or sponsor governance. The attached text solely documents Robert Jain’s delegation of authority to Noah Goldberg, dated February 5, 2025, permitting the representative to file Forms 3, 4, 5 and Schedules 13D or 13G under Sections 13 and 16(a) of the 1934 Act. No financial projections, customer metrics, technology roadmaps, partnership agreements, litigation claims, or executive commentary are present in the exhibit. Why it matters: This is a routine administrative delegation that maintains the Jain entities’ 13G reporting compliance without triggering new public disclosure events or altering existing ownership percentages. For investors tracking conversion mechanics or deal pacing, the absence of updated holdings, amendment language, or corporate actions means no shift in voting weight, trust utilization, or deadline pressure. The filing serves only to streamline SEC submissions and carries no forward-looking commitments or commercial representations from Velos Acquisition I Corp. management or sponsors.
What changed: This is a Form 4 insider ownership report filed with the SEC on 2026-03-25 by Cantor Fitzgerald, L.P., Cantor Fitzgerald & Co., Cantor Fitzgerald Securities, CF Group Management Inc., and Lutnick Brandon for issuer M3-Brigade Acquisition V Corp. (ticker MBAV). According to the filing, on 2026-03-24 the reporting persons executed an open-market sale of 7,779,865 shares at $10.8 per share. The filing states the reporters now hold 0 shares following the transaction. Why it matters: For a SPAC in the DEAL_ANNOUNCED status with a redemption deadline of 2027-08-02 and a reported trust/share value of $10.86, the complete divestment of 7,779,865 shares at $10.8 removes sponsor-affiliated equity ahead of the deadline. Trading at $10.8 occurs slightly below the $10.86 per-share trust balance. With the insiders reduced to 0 shares, the sponsor syndicate eliminates direct equity alignment with public shareholders during the remaining pre-deadline window. Per the filing, the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it reports solely the sale execution and resulting zero balance.
What changed: A routine compliance exhibit: a Schedule 13D/A amending a statutory beneficial ownership report under Section 13(d) of the Securities Exchange Act of 1934. The provided text contains only the filing caption and a technical note stating the structured holder table is absent. No reporting persons, transaction dates, share quantities, ownership percentages, purchase or sale prices, sources of funds, or statements of investment purpose are included in the excerpt. Why it matters: The excerpt discloses no modifications to redemption deadlines, trust account compositions, extension procedures, business combination milestones, or sponsor conduct. Schedule 13D/A amendments are routinely tracked for shifts in large shareholder positioning that precede or respond to SPAC liquidity events, merger votes, or bridge financing. Because this XML parse omitted the holder table and all narrative sections, it is impossible to verify whether the amendment reflects routine asset management activity, a new strategic stake supporting the announced deal, or a change in voting/standstill pacts. Investors must retrieve the complete exhibit from SEC.gov to identify the beneficial owner, confirm any disclosed funding commitments, and evaluate how the reported position aligns with the August 2027 expiration window and trust distribution mechanics.
What changed: Form 10-K annual report for fiscal year ended Dec. 31, 2025, filed Mar. 12, 2026 by M3-Brigade Acquisition V Corp. (Nasdaq: MBAVU/MBAV/MBAVW). The filing identifies the registrant as M3-Brigade Acquisition V Corp., not Velos Acquisition I Corp. FY2025 results are reported: the trust account held approximately $306,880,908 at Dec. 31, 2025, with Class A shares carried at redemption value of approximately $10.67 per share, up from $294,617,243 and approximately $10.25 per share at Dec. 31, 2024. The completion window remains 24 months from the Aug. 2, 2024 IPO closing, i.e., Aug. 2, 2026, and this 10-K does not disclose an extension proposal. The pending ReserveOne business combination is still expected to close in Q2 2026, with an S-4/proxy process noted, an Equity PIPE of up to $500 million, and a Convertible Notes PIPE of up to $250 million; the related subscription agreements terminate July 7, 2026 if the deal has not closed. Sponsor conduct in 2025 included the transfer of sponsor securities to MI7 Sponsor, LLC, appointment of a new CEO and President, a $2.5 million sponsor note drawn in full by Dec. 31, 2025, and a subsequent $2.0 million second sponsor note with $600,000 drawn on Feb. 18, 2026. Management discloses substantial doubt about the company's ability to continue as a going concern due to the approaching mandatory liquidation date and a working capital deficit. Why it matters: Redemption-focused investors get an updated trust value and the stated deadline: Class A shares are carried at approximately $10.67 per share, and the company faces an Aug. 2, 2026 charter deadline absent an extension. The 10-K also shows deal financing via large PIPE commitments that expire July 7, 2026, and sponsor working-capital support after year-end, while the going-concern language flags liquidation risk if the ReserveOne deal does not close. The actual shareholder vote and redemption mechanics will be in the forthcoming proxy/prospectus, not in this 10-K.
What changed vs 2025-03-28trust $294.6M → $306.9M +4%going concern APPEAREDtrust account, going-concern doubt, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $294.6M$306.9M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-08-02
- Sponsor loans outstanding
- not previously extracted$2.5M
- Mandate language
- focus our search on North American and European businesses i… · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $12,263,665 was added to the trust between the two filings.
The clause …“other offering costs. As of December 31, 2025, we had marketable securities held in the Trust Account of $306,880,908. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“and complete a business combination. In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements -Going Concern,” management has determined that our”…
The clause …“the liquidation of the Trust Account, if the Company is 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 clause …“8,337,500 Private Placement Warrants, at $1.00 per warrant. In addition, we borrowed $2,500,000 under the Sponsor Note from the Sponsor, of which $1,500,000 may be converted into Private Placement Warrants, at the price of $1.00 per”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of December 31, 2025 and 2024 — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13D/A filing, which is a routine compliance exhibit required under federal securities rules to amend a previously filed statement of beneficial ownership when a shareholder’s stake crosses or shifts relative to the five percent threshold. The filing identifies itself as an amendment to a Schedule 13D, but the provided text confirms the structured holder table is missing. Accordingly, there are no disclosed changes to share counts, acquisition purposes, controlling persons, or funding sources. Regarding redemption deadlines, trust value ($10.86 per share), extension votes, business combination progress, or sponsor conduct, this extract contains no statements, numbers, or operational updates affecting those parameters. Why it matters: Beneficial ownership amendments can signal activist accumulation, institutional rebalancing, or sponsor-level adjustments that influence voting power ahead of a shareholder meeting, yet the absent table prevents verification of current holdings or intent. Without the complete exhibit tied to accession number [0001213900-26-022289], this document cannot clarify whether the filer intends to support or oppose the August 2, 2027 business combination, modify redemption strategies, or disclose arrangements that might compress or extend the SPAC timeline. Investors seeking material insight into Velos Acquisition I Corp.’s capital structure or deal trajectory must review the full SEC record.
What changed: A Form 8-K Current Report filed by M3-Brigade Acquisition V Corp. documenting the entry into a Material Definitive Agreement and a direct financial obligation. According to the filing executed by Chief Executive Officer Robert Rivas Collins, M3-Brigade Acquisition V Corp. issued a promissory note to MI7 Sponsor, LLC on February 18, 2026, immediately borrowing $600,000 against a maximum principal amount of $2,000,000 for general working capital. The note carries zero interest and becomes due entirely upon closing an initial business combination. The document stipulates that if the company fails to consummate a deal, repayment is restricted exclusively to funds held outside the trust account, and the sponsor contractually waives all rights, titles, or claims against the trust account. Why it matters: The arrangement secures $600,000 in immediate, interest-free operating capital without encroaching on the trust account value of $10.86 per share or modifying the August 2, 2027 liquidation deadline. By legally prohibiting the sponsor from seeking recourse against public shareholder trust assets, the note reduces the likelihood of premature liquidation driven by working capital shortfalls and aligns sponsor incentives toward deal execution. The filing discloses no changes to redemption mechanics, extension procedures, or target acquisition progress, leaving the company's strategic timeline and share structure unaltered.
What changed: A Form 8-K filed pursuant to Rule 425, functioning as a written communication by M3-Brigade Acquisition V Corp. to disclose preliminary trust account figures and advance documentation for its proposed business combination with ReserveOne Holdings Inc. and ReserveOne Inc. The registrant reported that, per an S-4 registration statement filed on December 5, 2025, its trust account held approximately $306.88 million in cash and marketable securities as of December 31, 2025. Management explicitly prepared this unaudited, preliminary balance and warned that customary year-end close procedures and financial reviews could alter it; the independent registered public accounting firm performed no review or procedures and expressed no assurance. The filing confirms the transaction is progressing toward a preliminary proxy statement and prospectus, leaves the August 2, 2027 redemption deadline intact, and reiterates that the anticipated level of public shareholder redemptions remains a defined mechanic that could reduce post-combination public float and secondary market liquidity. Why it matters: Because management itself classified the $306.88 million trust balance as preliminary and unverified by auditors, investors modeling redemption pricing or merger proceeds cannot treat the figure as locked until final year-end accounting completes. The documented emphasis that redemptions may erode liquidity signals expected shareholder voting divergence, which will directly dictate the equity and cash capital flowing into the combined entity. On operational substance, management identified that the target, ReserveOne, carries zero operating history and confronts substantial regulatory, legal, commercial, and technological uncertainties surrounding cryptocurrency exposure, token investment limits, yield-generation allocations, and cross-border tax treatment of digital assets. Management additionally cautioned that the target’s currently stated crypto-oriented strategy may shift materially post-closing. These disclosures establish the specific compliance friction points and strategic pivots that holders must evaluate before exercising redemption rights or voting on the business combination.
What changed: A Schedule 13G/A amendment consisting exclusively of an Exhibit 99.1 Joint Filing Agreement executed under Rule 13d-1(k) of the Securities Exchange Act of 1934, acknowledging that the undersigned will file a beneficial ownership statement dated December 31, 2025 on behalf of all signatories. The attached exhibit formalizes a joint filing arrangement among Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. Hayley Stein signed as attorney-in-fact for each party, establishing that Magnetar Capital Partners LP acts as the sole member of Magnetar Financial LLC, Supernova Management LLC serves as the general partner of Magnetar Capital Partners LP, and David J. Snyderman is the administrative manager of Supernova Management LLC. No share counts, acquisition thresholds, trading activity, or SPAC governance events are reported in this amendment. Why it matters: This filing is an administrative continuation of pre-existing reporting coordination and contains no information relevant to MBAV’s capital mechanics, including the $10.86 trust per share, the August 2, 2027 deadline, redemption windows, extension procedures, or any proposed business combination. The exhibit references 'M3-BRIGADE ACQUISITION V CORP.' rather than Velos Acquisition I Corp., suggesting either a corporate name transition, a filing alias, or a clerical inconsistency. Because it discloses neither investment intent, control shifts, nor sponsor conduct, it does not alter shareholder voting calendars, redemption valuations, or deal progression tracking.
What changed: Form 8-K Current Report filed by M3-Brigade Acquisition V Corp. under Item 2.02 to disclose preliminary year-end financial condition and provide informational updates regarding the pending business combination with ReserveOne. Company management reported that, as of December 31, 2025, the trust account contained an unaudited, preliminary aggregate balance of cash and marketable securities of approximately $306.88 million. The filing reiterates forward-looking statements attributed to ReserveOne and Pubco regarding their anticipated operational plans, specifically highlighting that ReserveOne is an early-stage entity with no operating history. Management warned of risks tied to cryptocurrency price volatility, securities law limitations on token investments and yield generation, significant regulatory uncertainty, and the possibility that ReserveOne might materially change its strategic focus away from crypto-related activities post-closing. Why it matters: The $306.88 million preliminary trust total establishes the maximum redemption capacity available to public shareholders before the transaction closes. If redemptions approach this threshold, they could trigger failures to meet closing conditions, reduce public float, impair trading liquidity, or jeopardize maintaining Nasdaq listing standards after the combination. Coupled with the explicit acknowledgment of an unproven, crypto-dependent target with zero operating history and shifting strategic intent, the filing signals elevated execution and regulatory risk that directly impacts the expected value at redemption and the viability of meeting post-merger compliance thresholds.
What changed: This document is a Schedule 13G beneficial ownership report filed by Polar Asset Management Partners Inc. According to the filing, Polar Asset Management Partners Inc. discloses institutional ownership activity, but the excerpt omits share counts, percentage thresholds, acquisition dates, or amendment details. It does not alter mechanics surrounding redemption deadlines, trust account distribution, extension procedures, merger progress, or sponsor conduct. Why it matters: Per the filer, Polar Asset Management Partners Inc. submitted a routine regulatory equity disclosure that does not modify redemption parameters or deadline risk. The document contains no claims attributed to the sponsor or management regarding customer bases, revenue trajectories, market sizing, strategic direction, technology development, partnership arrangements, litigation matters, or personnel appointments.
What changed: A Joint Filing Statement pursuant to Rule 13D-1(k)(1), submitted as Exhibit I to a Schedule 13G/A, formally consenting to the combined reporting of beneficial ownership for shares of M3-Brigade Acquisition V Corp. (MBAV) by Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. No mechanical changes occurred. The filing records only a procedural agreement among the three listed holders to consolidate their Section 13(g) disclosures into one amended schedule, signed by Robin Shah on February 13, 2026. It does not modify MBAV’s $10.86 trust/share balance, its August 2, 2027 deadline, redemption mechanics, extension provisions, or target acquisition status. Why it matters: The joint filing structure indicates coordinated institutional reporting rather than independent shareholder action, which investors use to gauge consolidated position sizing ahead of deal execution. While the document cites no revenue projections, customer claims, technology updates, partnership announcements, or personnel changes, the consolidation of reporting by Robin Shah’s affiliated vehicles provides transparent visibility into aggregated holdings relative to the upcoming merger vote and trust redemption window. No material operational or structural shifts are reported.
What changed: A Schedule 13G/A amendment submission containing Exhibit A, a Joint Filing Agreement executed by eight affiliated Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr. to coordinate future beneficial ownership reports for shares identified as belonging to M3-Brigade Acquisition V Corp. Pursuant to the Joint Filing Agreement dated February 13, 2026, the signatory entities agree to file any future Schedule 13G or 13D amendments jointly under Rule 13d-1(k). The filing introduces no amendments to prior ownership percentages, discloses no adjustments to the redemption window, announces no motion to extend the August 2, 2027 deadline, records no changes to per-share trust allocations, reports no advancement or termination of a target business combination, and reflects no alterations to sponsor conduct, governance protocols, or voting arrangements. The only substantive assertions originate from the attached exhibit itself: the eight Harraden Circle limited partnerships and general partners, acting through Managing Member Frederick V. Fortmiller, Jr., consent to consolidated reporting to streamline SEC filings. The document contains no claims regarding customer concentration, revenue performance, total addressable market sizing, product strategy, technology roadmaps, commercial partnerships, pending or threatened litigation, or executive succession or compensation changes. Why it matters: For investors monitoring capital structure preservation, liquidation triggers, and block-holder coordination ahead of mandatory deadlines, this filing clarifies that multiple Harraden Circle funds operate under a single reporting umbrella, which affects how aggregate share concentrations are aggregated in quarterly disclosures without independently resetting redemption windows or trust maintenance requirements. Because the exhibit discloses no numerical thresholds, dollar valuations, or directed voting instructions, it does not signal a pivot toward mass redemptions, a proposed trust extension, or a shift in sponsor negotiation posture. The absence of financial metrics, operational disclosures, or personnel updates leaves the existing deal timetable and capital allocation assumptions intact, making this a routine administrative filing rather than a catalyst for imminent corporate action.
What changed: A Schedule 13G/A amended beneficial ownership report and its accompanying Joint Filing Agreement (Exhibit 99.1), submitted pursuant to Section 13(d) of the Securities Exchange Act by MMCAP International Inc. SPC and MM Asset Management Inc. This attachment contains only a procedural joint-filing acknowledgment. The undersigned entities agree that they file the Schedule 13G/A on each other's behalf, accept shared responsibility for the timely submission and accuracy of the combined filing, but remain individually liable for the completeness and accuracy of their own reported information. No ownership percentages, aggregate share counts, acquisition or disposition dates, purchase prices, redemption deadline adjustments, trust account distribution schedules, extension proposals, or target development milestones are disclosed in this exhibit. The mechanical parameters governing investor redemptions, trust preservation, or deal timelines remain entirely unaddressed here. Why it matters: Without the principal body of the Schedule 13G/A, this document provides no updated ownership thresholds, voting alignment shifts, or position adjustments relevant to Velos Acquisition I Corp.'s pending business combination. The only substantive details originate from the joint filing agreement itself: it confirms coordinated investment and reporting authority between MMCAP International Inc. SPC and MM Asset Management Inc., executed by Director Ulla Vestergaard and President Hillel Meltz on February 12, 2026. Because the filing reproduces none of the underlying block trade or accumulation data that typically triggers a 13G/A, it carries zero independent weight on shareholder valuation mechanics, liquidity windows, or sponsor fiduciary conduct. Investors monitoring beneficial ownership concentration or seeking commentary on the merger should examine the full filed Schedule 13G/A; this exhibit functions strictly as an SEC-compliant procedural enclosure and introduces no new commercial, strategic, or redemption-calendar intelligence.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.