Velo3D’s Common Stock to Begin Trading on the New York Stock
Exchange Under the Ticker “VLD” on September 30, 2021
Transaction Delivers $274 Million to Support the Adoption of
Velo3D’s End-to-End Manufacturing Solutions
Velo3D to Celebrate Milestone by Ringing the New York Stock
Exchange Closing Bell on October 7, 2021
Velo3D, Inc. (the “Company” or “Velo3D”), a leading additive
manufacturing technology company for mission-critical metal parts,
today announced it has completed its merger with JAWS Spitfire
Acquisition Corporation (“JAWS Spitfire”) (NYSE: SPFR), a special
purpose acquisition company, to become publicly traded. The
combined company will retain the name Velo3D and its common stock
will begin trading on the New York Stock Exchange under the ticker
symbol “VLD” and its warrants under the symbol “VLD WS” on
September 30, 2021.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210929005934/en/
Benny Buller, CEO and Founder at Velo3D
(Photo: Business Wire)
The business combination was approved by the board of directors
of JAWS Spitfire and was also approved at a special meeting of JAWS
Spitfire’s shareholders on September 28, 2021. As a result of this
transaction, the combined company received approximately $274
million in total net proceeds, including $155 million in a private
placement of common stock at a $10.00 per share value.
“Today marks a huge milestone for Velo3D,” said Benny Buller,
Founder and CEO at Velo3D. “Our vision for the company has always
been to enable our customers to build without compromise and the
capital raised from this merger will help unlock a new era of
innovation through additive manufacturing. Our end-to-end solution
has the ability to transform industries and enable the creation of
technologies that were previously thought impossible to build. We
believe we have a significant opportunity ahead of us and that the
unique capabilities that we bring to the market will drive rapid
adoption of our technology and our future growth.”
“When you look at the additive manufacturing industry, I believe
Velo3D is years ahead of the competition and its proprietary
technology and broad set of patents will help the company maintain
this lead well into the future,” said Barry Sternlicht, Chairman of
JAWS Spitfire Acquisition. “What Velo3D has done for its
customers—most of whom are at the forefront of innovation in their
industries—is nothing less than transformative. We’re proud to be
affiliated with Benny and the rest of the Velo3D team.”
CEO Benny Buller and CFO Bill McCombe will continue to lead the
combined company through its next phase of growth as it continues
to redefine the high-value metal additive manufacturing market.
Since its production launch in 2018, Velo3D has been utilized by
some of the most innovative companies in the world, including
SpaceX, Honeywell, Boom Supersonic, Chromalloy, and Lam
Research.
The proceeds are expected to accelerate the adoption of Velo3D’s
end-to-end additive manufacturing solutions. This growth includes
the company’s planned expansion into Europe, which will be a key
market in 2022.
Funds will also support the rollout of the new Velo3D Sapphire®
XC printer to customers in the space, aviation, energy, and defense
industries, as well as customers in new industries that can benefit
from printing larger mission-critical metal parts. The first system
is expected to be delivered in the fourth quarter of 2021 and will
be able to produce parts that are 400% larger in volume and lower
production costs by 65-85%, allowing Velo3D’s end-to-end solution
to service a wider range of applications. Sapphire® XC currently
has more than $80 million in backlog of pre-orders and
bookings.
The $274 million in net proceeds from this transaction are
calculated as: $345 million from JAWS Spitfire cash in trust, $155
million from private placement of common stock, less $182 million
from redemptions, and $44 million in transaction expenses.
To celebrate the merger, Velo3D will be ringing the New York
Stock Exchange closing bell at 4:00pm ET on October 7, 2021. The
closing bell ceremony will be broadcast live on the New York Stock
Exchange’s website. Photos and video of the bell ringing will be
available via New York Stock Exchange’s YouTube and Facebook pages
and Twitter @NYSE and @VELO3DMetal.
Advisors:
BofA Securities served as exclusive financial advisor to Velo3D
and Fenwick & West LLP served as legal counsel to Velo3D.
Credit Suisse Securities (USA) LLC served as capital markets and
financial advisor to JAWS Spitfire and as lead placement agent on
the PIPE transaction. Kirkland & Ellis LLP served as legal
counsel to JAWS Spitfire.
BofA Securities served as a co-placement agent on the PIPE
transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as
legal advisor to the placement agents on the PIPE.
About Velo3D:
Velo3D is a metal 3D printing technology company. 3D
printing—also known as additive manufacturing (AM)—has a unique
ability to improve the way high-value metal parts are built.
However, legacy metal AM has been greatly limited in its
capabilities since its invention almost 30 years ago. This has
prevented the technology from being used to create the most
valuable and impactful parts, restricting its use to specific
niches where the limitations were acceptable.
Velo3D has overcome these limitations so engineers can design
and print the parts they want. The company’s solution unlocks a
wide breadth of design freedom and enables customers in space
exploration, aviation, power generation, energy and semiconductor
to innovate the future in their respective industries. Using
Velo3D, these customers can now build mission-critical metal parts
that were previously impossible to manufacture. The end-to-end
solution includes the Flow™ print preparation software, the
Sapphire® family of printers, and the Assure™ quality control
system—all of which are powered by Velo3D’s Intelligent Fusion™
manufacturing process. The company delivered its first Sapphire®
system in 2018 and has been a strategic partner to innovators such
as SpaceX, Honeywell, Honda, Chromalloy, and Lam Research. Velo3D
has been named to Fast Company’s prestigious annual list of the
World’s Most Innovative Companies for 2021. For more information,
please visit https://www.velo3d.com, or follow the company on
LinkedIn or Twitter.
About JAWS Spitfire Acquisition Corporation:
Prior to the business combination, JAWS Spitfire Acquisition
Corporation, led by Chairman Barry S. Sternlicht and Chief
Executive Officer Matthew Walters, was a blank check company
incorporated as a Cayman Islands exempted company for the purpose
of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1996. The Company’s actual
results may differ from its expectations, estimates and projections
and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect”,
“estimate”, “project”, “budget”, “forecast”, “anticipate”,
“intend”, “plan”, “may”, “will”, “could”, “should”, “believes”,
“predicts”, “potential”, “continue”, and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the
Company’s expectations with respect to future performance and
anticipated financial impacts of the transaction, the timing of the
commencement of trading of the combined company’s securities, and
the Company’s other expectations, hopes, beliefs, intentions or
strategies for the future. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. You should
carefully consider the risks and uncertainties described in the
“Risk Factors” section of the definitive proxy statement/prospectus
relating to the business combination (the “Proxy
Statement/Prospectus”), which was filed by JAWS Spitfire with the
SEC on September 8, 2021 and the other documents filed by the
combined company from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Most of these
factors are outside the Company’s control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the outcome of any legal proceedings that may
be instituted against the combined company following the
announcement of the transaction; (2) the risk that the transaction
disrupts current plans and operations as a result of the
announcement and consummation of the transaction; (3) the inability
to recognize the anticipated benefits of the transaction, which may
be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its key
employees; (4) costs related to the transaction; (5) changes in the
applicable laws or regulations; (6) the possibility that the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (7) the impact of the global
COVID-19 pandemic; and (10) other risks and uncertainties indicated
from time to time described in the Proxy Statement/Prospectus,
including those under “Risk Factors” therein, and in the combined
company’s other filings with the SEC. The Company cautions that the
foregoing list of factors is not exclusive and not to place undue
reliance upon any forward-looking statements, including
projections, which speak only as of the date made. The Company does
not undertake or accept any obligation to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210929005934/en/
Investor Relations: Velo3D Bob Okunski, VP Investor
Relations investors@velo3d.com
Media Contacts: Velo3D Dan Sorensen, Senior Director of
PR dan.sorensen@velo3d.com
JAWS Spitfire Acquisition Corporation: Abernathy MacGregor Tom
Johnson / Dan Scorpio tbj@abmac.com / dps@abmac.com (212) 371-5999
/ (646) 899-8118
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