DEF 14A of Velos Acquisition I Corp.
Filed Jun 29, 20260001213900-26-073120
What interests do the Company’s directors and executive officers have in the approval of the proposals?
What interests do the Company’s directors and executive officers have in the approval of the proposals? The Company’s directors and executive officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. See “The Meeting — Interests of Our Sponsor, Directors and Officers.”
Interests of our Sponsor, Directors and Officers
Interests of our Sponsor, Directors and Officers When you consider the recommendation of our Board, you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below: • The fact that our Original Sponsor purchased 7,187,500 Founder Shares from the Company for an aggregate price of $25,000, the Original Sponsor and Cantor originally purchased Private Placement Warrants from the Company for an aggregate purchase price of $8,337,500. All Founder Shares and 5,043,750 Private Placement Warrants were subsequently sold by the Original Sponsor to our Sponsor for $6,467,500 and 3,293,750 Private Placement Warrants were subsequently sold by Cantor to the Sponsor for $10.00. The Founder Shares had an aggregate market value of approximately $77,768,750 based on the last sale price for the Company’s Public Shares of $10.82 on Nasdaq on June 26, 2026. The Private Placement Warrants had an aggregate market value (assuming they have the same value per warrant as the Public Warrants) of $3,501,750 based on the last sale price for the Public Warrants of $0.42 on Nasdaq on June 26, 2026. • the fact that if the proposals are approved and the Extension and the Trust Interest Withdrawal Amendment and the Trust Agreement Amendment are implemented, the Company would have additional time to consummate a business combination and would be permitted to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s Trust Account in an amount equal to $0.10 for each outstanding Class A Ordinary Share that is held by a Public Shareholder and is not redeemed. Such amount withdrawn would not be included in any funds paid to our Public Shareholders in the event of future redemptions by such Public Shareholders or a liquidation of the Company. Notwithstanding implementation of the Extension and the Trust Interest Withdrawal Proposal and Trust Agreement Amendment, if the Company does not consummate a business combination by the August 2, 2027, the Company will be required by its Articles to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholder and our Board, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law, and the Sponsor would be entitled to receive residual funds in the Company’s working capital not used for payment of Company’s dissolution expenses or other applicable obligations. • The fact that the Company, our Sponsor, ReserveOne, Pubco and the SPA Investors entered into Securities Purchase Agreements pursuant to which, upon the effectiveness of the Amendments, among other things, the Sponsor will sell to the SPA native Investors 4,279,279 Class A Ordinary Shares issuable upon the conversion of Class B Ordinary Shares held by the Sponsor which will be treated as Founder Shares resulting in gross proceeds to our Sponsor of $14,250,000. • the fact that, unless the Company consummates the initial business combination, the Sponsor and our directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of the Company to the extent that such expenses may exceed the amount of available proceeds not deposited in the Trust Account; • the fact that the Sponsor has made outstanding loans to the Company in the aggregate amount of approximately $3,6,00,000 in working capital advances, which amount the Company will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed; • the fact that a portion of the net proceeds from the sale of the Transferred Shares is expected to be used by the Sponsor to make one or more loans to the Company up to an aggregate of $4,000,000 for purposes of paying “Covered Expenses” (as defined in the Securities Purchase Agreements), which consist of accrued expenses of the Company that are due and payable by the Company as of the closing of the Alternative Investment Transaction. • the fact that certain officers and directors are either direct and indirect limited partners of our Sponsor, or have direct or indirect economic interests in our Sponsor. Additionally, if the Amendment Proposals are approved and we consummate an initial business combination, the Sponsor, officers and directors may have additional interests as will be described in the proxy statement for the business combination.