Velo3D, Inc, Campbell, California, USA, and the JAWS Spitfire Acquisition Corporation, a special purpose acquisition company, have entered into a definitive business combination agreement. Upon completion of the transaction, expected in the second half of 2021, the combined company will operate as Velo3D, listed on the New York Stock Exchange under the new ticker symbol VLD.
The transaction values the combined company at an enterprise value of approximately $1.6 billion, at the $10 per share PIPE subscription price and assuming no public shareholders of JAWS Spitfire exercise their redemption rights. Velo3D will receive up to $345 million in proceeds from JAWS Spitfire’s cash in trust and a $155 million private placement of common stock at a $10.00 per share value. The private placement will be led by strategic and institutional investors, including Baron Capital Group and Hedosophia.
Upon completion of the transaction, Velo3D is set to benefit from a flexible capital structure with approximately $470 million of cash on the company’s balance sheet, net of debt and assuming no redemptions are effected.
Velo3D’s current management team, including founder and CEO Benny Buller and CFO Bill McCombe, will continue to lead the company through this next stage.
“Velo3D partners with the world’s most innovative companies leading the future of space travel, transportation and energy,” stated Buller. “I am proud that such visionary partners continue to trust Velo3D to build products through methods that were previously impossible. With JAWS Spitfire’s long-term partnership, we expect to extend the reach of Velo3D’s technology and bring its solutions to even more customers globally. As we scale our business and advance our growth strategy, we expect to expand the high value metal Additive Manufacturing market and strengthen our competitive position.”
Velo3D’s financial model is asset light, backed by significant investments and positioned to rapidly scale to meet demand. The company’s growth strategy is to focus on specific products that are tailored to its abilities within the $100+ billion total addressable market for high-value metal parts. The additional capital provided from this transaction will allow Velo3D to make substantial investments in engineering, product development, sales, marketing and customer support.
“Benny and the Velo3D team have placed technical innovation at the core of their business model, and we are excited to partner as they bring their technology to a broader set of similarly innovative customers across the world,” added Barry Sternlicht, co-founder and chairman of JAWS Spitfire. “Since commercialisation, Velo3D has attracted an impressive customer base, showcasing the seamless, cost-competitive production of previously unattainable designs. Velo3D is well-positioned for robust growth in an established and expanding market.”
Velo3D is ready to release its newest Laser Beam Powder Bed Fusion (PBF-LB) offering, Sapphire XC, expected to ship in the fourth quarter of 2021. Sapphire XC is designed as a scale-up of the previous Sapphire machine and will support the production of parts that are up to five times higher volume and three times lower cost than existing Sapphire technology.
Assuming no public shareholders of JAWS Spitfire exercise their redemption rights, Velo3D’s existing shareholders will own approximately 72%, JAWS Spitfire’s existing shareholders and sponsor will own approximately 21% and PIPE investors will own approximately 7% of the issued and outstanding shares of common stock, respectively, of the combined company at closing.
The transaction was unanimously approved by the boards of directors of both companies, though is still subject to approval by JAWS Spitfire’s shareholders and other customary closing conditions.