Velo3d, Inc. current report, 29 September 2021

Vollständiges Dokument

Velo3D, Inc. Form 8-K Summary

Reporting context: Filed October 5, 2021, reporting events occurring primarily on September 29, 2021. The filing documents Velo3D’s completion of its business combination with JAWS Spitfire Acquisition Corporation, including domestication, merger, PIPE financing, governance changes, and related securities matters.

Business Combination and Capitalization

  • JAWS Spitfire domesticated as a Delaware corporation and changed its name to Velo3D, Inc.; the former Velo3D, Inc. became Velo3D US, Inc., a wholly owned subsidiary.
  • Shareholders redeemed 18,215,868 public shares for approximately $182.2 million, or approximately $10.00 per share.
  • Approximately $162.8 million remained in the trust account immediately before closing.
  • PIPE investors purchased 15,500,000 shares at $10.00 per share for gross proceeds of $155.0 million.
  • After the transaction, 183,163,826 shares of common stock were outstanding as of the closing date.
  • Available transaction cash was approximately $295.6 million, approximately $54.4 million below the $350.0 million minimum specified in the business combination agreement. Velo3D waived this condition on September 27, 2021.
  • Common stock and public warrants began trading on the NYSE on September 30, 2021 under the symbols VLD and VLD WS. Public warrants have an exercise price of $11.50 per share.

Financial Metrics, Liquidity, and Debt

  • The filing does not provide clear current-period revenue, net income or loss, operating cash flow, free cash flow, gross margin, or net debt figures in the supplied text.
  • Historical audited and interim financial statements for Velo3D and JAWS Spitfire, and unaudited pro forma financial information, are incorporated by reference to the Proxy Statement/Prospectus and Exhibit 99.2.
  • The remaining trust-account funds and PIPE proceeds were used to fund the business combination. The filing does not state the post-closing cash balance or a specific cash runway.
  • The filing identifies a Third Amended and Restated Loan and Security Agreement and a Mezzanine Loan and Security Agreement dated May 14, 2021, but does not provide debt balances, interest rates, maturities, covenants, or available borrowing capacity in the supplied text.
  • The Company stated that it has not paid cash dividends and does not presently plan to pay them in the foreseeable future.

Material Changes and Unusual Items

  • Velo3D ceased to be a shell company following the closing.
  • The Company changed its independent registered public accounting firm from WithumSmith+Brown, PC to PricewaterhouseCoopers LLP. PwC had previously audited Velo3D before the combination.
  • Withum’s prior report on JAWS Spitfire’s 2020 financial statements included disclosure that the financial statements had been restated to account for certain SPAC warrants as liabilities rather than equity instruments.
  • The Company adopted a new certificate of incorporation, restated bylaws, the 2021 Equity Incentive Plan, and the 2021 Employee Stock Purchase Plan.
  • The Company entered into an amended and restated registration rights agreement, including demand, shelf, and piggyback registration rights. Certain holders are subject to a six-month lock-up, subject to stated exceptions and potential early termination by the Board.

Management, Governance, and Compensation

  • Benyamin Buller became Chief Executive Officer, William McCombe became Chief Financial Officer, and Renette Youssef became Chief Marketing Officer.
  • The Board initially consisted of 12 directors and is expected to transition to nine directors within six months of closing. The Company determined that all directors other than Messrs. Buller and McCombe were independent under NYSE standards.
  • Non-employee directors receive a $50,000 annual cash retainer and an annual restricted stock unit award with a $200,000 grant-date value, subject to vesting conditions. Additional committee and chair retainers apply.

Outlook, Risks, and Contingencies

  • Management’s forward-looking statements address projected financial information, growth, market opportunity, future financing needs, expenses, revenue, capital requirements, operating performance, cash sufficiency, NYSE listing, and the expected benefits of the business combination.
  • Key stated risks include competition, the ability to grow and manage the business profitably, employee retention, access to future financing, internal-control effectiveness, regulatory changes, COVID-19 effects, and continued NYSE listing.
  • The filing does not provide a quantified revenue or earnings guidance outlook in the supplied text.
  • The transaction closed despite the minimum cash condition not being met because Velo3D waived the condition. This reduced transaction cash relative to the originally contemplated threshold.

Investor Verification Checklist

  1. Verify the post-closing balance sheet, cash balance, debt balances, liquidity runway, and pro forma capitalization in Exhibit 99.2 and the incorporated financial statements.
  2. Review the extent of share dilution from the PIPE financing, converted securities, options, warrants, and equity compensation plans.
  3. Assess the impact of the approximately $182.2 million redemption and the resulting approximately $295.6 million of available transaction cash.
  4. Review the May 2021 loan and security agreements for covenants, collateral, repayment obligations, and restrictions on future financing.
  5. Confirm the accounting treatment and valuation of SPAC warrants recorded as liabilities following the SEC’s warrant-accounting guidance.
  6. Review the Proxy Statement/Prospectus risk factors and Velo3D’s historical operating results because the supplied 8-K text does not present complete operating metrics or guidance.