Merger with JAWS Spitfire Acquisition
Corporation Values VELO3D at a Pro Forma Enterprise Value of $1.6
Billion and is Expected to Provide up to $500 Million in Cash
Proceeds
Transaction Positions VELO3D for Robust Growth
in an Expanding Market
VELO3D’s Proprietary Manufacturing Solution
Enables Production of Critical Components for Innovative Customers
Including SpaceX, Honeywell, Boom Supersonic, Chromalloy, and Lam
Research
PIPE of $155 Million Led By Baron Capital Group
and Hedosophia
Bessemer Venture Partners, Khosla Ventures,
Playground and Piva Expected to Retain Equity Holdings in VELO3D
and Continue Partnership with Management
VELO3D, Inc. (the “Company” or “VELO3D”), a leader in additive
manufacturing (AM) for high value metal parts, and JAWS Spitfire
Acquisition Corporation (“JAWS Spitfire”) (NYSE: SPFR), a special
purpose acquisition company, announced today they have entered into
a definitive business combination agreement. The transaction is
anticipated to strengthen VELO3D’s position as a trusted partner
for companies seeking novel manufacturing solutions for complex
design challenges. Upon completion of the transaction, which is
expected to occur in the second half of 2021, the combined company
will operate as VELO3D, and will be listed on the New York Stock
Exchange (NYSE) under the new ticker symbol “VLD.”
VELO3D is a leader in the evolution from the analog supply chain
to digital manufacturing. The Company’s proprietary full-stack 3D
metal printing solution enables the production of mission-critical
components for space rockets, jet engines, fuel delivery systems
and energy production with better performance, at faster speed and
lower cost than traditional methods. With VELO3D’s technology, the
Company’s customers are able to create complex metal designs
previously considered impossible due to the constraints of legacy
AM technology.
Since launching commercially in the fourth quarter of 2018, the
Company has serviced innovative customers including SpaceX,
Honeywell, Boom Supersonic, Chromalloy and Lam Research.
VELO3D’s disruptive technologies, unmatched patent portfolio and
deep customer relationships are driving adoption of additive
manufacturing in a market that is set to expand to $35 billion in
2030.
VELO3D’s experienced management team, including founder and CEO
Benny Buller and CFO Bill McCombe, will continue to lead the
Company through its next phase of growth.
“VELO3D partners with the world’s most innovative companies
leading the future of space travel, transportation and energy,”
said Mr. 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.”
“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,” said Barry Sternlicht,
Co-Founder and Chairman of JAWS Spitfire. “Since commercialization,
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’s financial model is asset light, backed by significant
technology investments and positioned to rapidly scale to meet
customer demand. The Company’s growth strategy is to focus on the
specific products that only it can produce 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.
VELO3D is ready to deploy its new laser printing technology
solution, Sapphire XC, which is expected to ship in the fourth
quarter of 2021. Sapphire XC is designed as a scale-up of VELO3D’s
Sapphire solution, and will support the production of parts that
are up to five times higher volume and up to three times lower cost
than existing Sapphire technology.
The transaction values the combined company at an enterprise
value of approximately $1.6 billion, at the $10.00 per share PIPE
subscription price and assuming no public shareholders of JAWS
Spitfire exercise their redemption rights. The Company 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 is 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.
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, which has been unanimously approved by the
Boards of Directors for both VELO3D and JAWS Spitfire, is subject
to approval by JAWS Spitfire’s shareholders and other customary
closing conditions.
A more detailed description of the transaction terms and a copy
of the Business Combination Agreement and investor presentation
will be included in a current report on Form 8-K to be filed by
JAWS Spitfire with the United States Securities and Exchange
Commission (the “SEC”). A presentation made by the management of
VELO3D and JAWS Spitfire regarding the transaction will also be
available on VELO3D’s website at: https://www.velo3d.com.
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 empowers companies to imagine more and additively
manufacture nearly anything. Bringing together an integrated,
end-to-end solution of software, hardware, and process-control
innovation, VELO3D’s technology for 3D metal printing delivers
unparalleled quality control for serial production and enhanced
part performance. With VELO3D Flow™ print preparation software,
Sapphire® laser powder bed AM system and Assure™ quality assurance
software, manufacturers can accelerate product innovation, become
more agile and responsive to market needs and reduce costs. First
in the industry to introduce SupportFree metal 3D printing, which
allows for the manufacture of previously impossible geometries, the
company is based in Silicon Valley and is privately funded. 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/.
About JAWS Spitfire Acquisition Corporation
JAWS Spitfire Acquisition Corporation, led by Chairman Barry S.
Sternlicht and Chief Executive Officer Matthew Walters, is 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. JAWS Spitfire’s and
VELO3D’s actual results may differ from their 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, JAWS Spitfire’s and VELO3D’s expectations with respect
to future performance and anticipated financial impacts of the
transaction, the satisfaction of closing conditions to the
transaction and the timing of the completion of the transaction.
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 JAWS Spitfire’s registration statement on Form S-1. In addition,
there will be risks and uncertainties described in the proxy
statement/prospectus on Form S-4 relating to the business
combination, which is expected to be filed by JAWS Spitfire with
the SEC and other documents filed by JAWS Spitfire 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 JAWS
Spitfire’s and VELO3D’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 JAWS Spitfire or VELO3D following the
announcement of the transaction; (2) the inability to complete the
transaction, including due to the inability to concurrently close
the business combination and the private placement of common stock
or due to failure to obtain approval of the stockholders of JAWS
Spitfire; (3) delays in obtaining, adverse conditions contained in,
or the inability to obtain necessary regulatory approvals or
complete regular reviews required to complete the transaction; (4)
the risk that the transaction disrupts current plans and operations
as a result of the announcement and consummation of the
transaction; (5) 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; (6) costs related to
the transaction; (7) changes in the applicable laws or regulations;
(8) the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(9) the impact of the global COVID-19 pandemic; and (10) other
risks and uncertainties indicated from time to time described in
JAWS Spitfire’s registration on Form S-1, including those under
“Risk Factors” therein, and in JAWS Spitfire’s other filings with
the SEC. JAWS Spitfire and VELO3D caution 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. Neither JAWS Spitfire nor VELO3D
undertakes or accepts 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.
Important Information and Where to Find It
A full description of the terms of the transaction will be
provided in a registration statement on Form S-4 to be filed with
the SEC by JAWS Spitfire that will include a prospectus with
respect to the combined company’s securities to be issued in
connection with the business combination and a proxy statement with
respect to the shareholder meeting of JAWS Spitfire to vote on the
business combination. JAWS Spitfire urges its investors,
shareholders and other interested persons to read, when available,
the preliminary proxy statement/prospectus as well as other
documents filed with the SEC because these documents will contain
important information about JAWS Spitfire, the Company and the
transaction. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to shareholders of
JAWS Spitfire as of a record date to be established for voting on
the proposed business combination. Once available, shareholders
will also be able to obtain a copy of the S-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: JAWS Spitfire, 1601
Washington Avenue, Miami Beach, Florida 33139. The preliminary and
definitive proxy statement/prospectus to be included in the
registration statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
JAWS Spitfire and VELO3D and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from JAWS Spitfire’s stockholders in connection with the
proposed transaction. Information about JAWS Spitfire’s directors
and executive officers and their ownership of JAWS Spitfire’s
securities is set forth in JAWS Spitfire’s filings with the SEC. To
the extent that holdings of JAWS Spitfire’s securities have changed
since the amounts printed in JAWS Spitfire’s Registration Statement
on Form S-1, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy statement/consent
solicitation statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of JAWS Spitfire, the Company or the combined company, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210323005467/en/
For VELO3D: Renette Youssef Chief Marketing Officer
press@velo3d.com
For JAWS Spitfire Acquisition Corporation: Abernathy MacGregor
Tom Johnson / Dan Scorpio tbj@abmac.com / dps@abmac.com (212)
371-5999 / (646) 899-8118
Jaws Spitfire Acquisition (NYSE:SPFR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Jaws Spitfire Acquisition (NYSE:SPFR)
Historical Stock Chart
From Apr 2023 to Apr 2024