VELO3D, a Leader in the Rapidly Growing, High Value Metal Additive Manufacturing Market, to Become Public Company
-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
CAMPBELL, California and MIAMI, Florida - March 23, 2021 - 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.
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.