Velo3D, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Velo3D, Inc. has filed its 2023 annual report (10-K) detailing its financial performance and business operations.</b>

AI Summary

Velo3D, Inc. (VLDXW) filed a Annual Report (10-K) with the SEC on April 3, 2024. Velo3D, Inc. filed its 2023 Form 10-K on April 3, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is Special Industry Machinery, NEC. Velo3D, Inc. was formerly known as JAWS Spitfire Acquisition Corp and Spitfire Acquisition Corp. The company is incorporated in Delaware and headquartered in Fremont, California.

Why It Matters

For investors and stakeholders tracking Velo3D, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Velo3D's financial health, operational status, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. As a public document, this filing ensures transparency and allows stakeholders, including investors, creditors, and the public, to understand the company's financial position and any associated risks.

Risk Assessment

Risk Level: — Velo3D, Inc. shows moderate risk based on this filing. The company's financial statements indicate significant operational activity and a need for detailed disclosure of its financial condition, suggesting potential complexities or risks that warrant careful investor review.

Analyst Insight

Investors should carefully review the detailed financial statements and risk factors within the 10-K to understand Velo3D's financial health and operational challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-03 — Filing Date (As of date)
• 3559 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• Velo3D, Inc. (company) — Filer name
• JAWS Spitfire Acquisition Corp (company) — Former company name
• Spitfire Acquisition Corp (company) — Former company name
• Fremont (location) — Business address city
• California (location) — Business address state
• Delaware (location) — State of incorporation

FAQ

Industry Context

Velo3D operates within the Special Industry Machinery sector, focusing on advanced manufacturing technologies like 3D printing.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose material information about their business and financial condition.

What Investors Should Do

1. Review Velo3D's detailed financial statements for the fiscal year 2023.
2. Analyze the risk factors section for potential business and financial challenges.
3. Compare Velo3D's performance and disclosures against industry peers.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-03: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for Velo3D, Inc. for the fiscal year 2023, following its operational history and previous corporate structures.

Key Financial Figures

• $0.00001 — ich registered Common stock, par value $0.00001 per share VLD New York Stock Exchange
• $11.50 — mon stock, each at an exercise price of $11.50 per share VLD WS New York Stock Exchang
• $2.16 — quarter, based on the closing price of $2.16 for the registrant's common stock, as r
• $35.0 million — rtible Notes" means up to an additional $35.0 million in aggregate principal amount of our se
• $0.0001 — the Class A ordinary shares, par value $0.0001 per share, of JAWS Spitfire, prior to t
• $10.00 — full of their over-allotment option) at $10.00 per unit. "JAWS Spitfire" refers to JA
• $155,000,000 — are, for an aggregate purchase price of $155,000,000, on the Closing. "PIPE Investors" mean
• $18,000,000 — irect Offering" means our December 2023 $18,000,000 registered direct offering of 36,000,00
• $36.7 million — amended, of which we had approximately $36.7 million aggregate principal amount outstanding

Filing Documents

• velo-20231231.htm (10-K) — 3183KB
• vld-10xk2023xexhibit1034.htm (EX-10.34) — 42KB
• vld-10xk2023xexhibit1035.htm (EX-10.35) — 31KB
• vld-10xk2023xexhibit211.htm (EX-21.1) — 5KB
• vld-10xk2023xexhibit231.htm (EX-23.1) — 2KB
• vld-10xk2023xexhibit311.htm (EX-31.1) — 17KB
• vld-10xk2023xexhibit312.htm (EX-31.2) — 17KB
• vld-10xk2023xexhibit321.htm (EX-32.1) — 6KB
• vld-10xk2023xexhibit322.htm (EX-32.2) — 6KB
• vld-10xk2023xexhibit971.htm (EX-97.1) — 49KB
• image_0.jpg (GRAPHIC) — 18KB
• image_01.jpg (GRAPHIC) — 21KB
• velo-20231231_g1.jpg (GRAPHIC) — 942KB
• velo-20231231_g2.jpg (GRAPHIC) — 88KB
• 0001825079-24-000008.txt (&nbsp;) — 16121KB
• velo-20231231.xsd (EX-101.SCH) — 96KB
• velo-20231231_cal.xml (EX-101.CAL) — 115KB
• velo-20231231_def.xml (EX-101.DEF) — 426KB
• velo-20231231_lab.xml (EX-101.LAB) — 861KB
• velo-20231231_pre.xml (EX-101.PRE) — 719KB
• velo-20231231_htm.xml (XML) — 2114KB

Risk Factors

Item 1A. Risk Factors 19

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 54 Item 1C. Cybersecurity 54

Properties

Item 2. Properties 56

Legal Proceedings

Item 3. Legal Proceedings 56

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 56 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 57

[Reserved]

Item 6. [Reserved] 57

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 57

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 81

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 82

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 135

Controls and Procedures

Item 9A. Controls and Procedures 135

Other Information

Item 9B. Other Information 137

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 137 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 138

Executive Compensation

Item 11. Executive Compensation 138

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 138

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 138

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 138 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 139

Form 10-K Summary

Item 16. Form 10-K Summary 142

Signatures

Signatures 143 Explanatory Note – Certain Defined Terms Unless otherwise stated in this Annual Report or the context otherwise requires, references to: "2022 Private Warrant" means the warrant to purchase up to 70,000 shares of common stock issued to Silicon Valley Bank in conjunction with the joinder and fourth loan modification agreement. "2024 Private Warrants" means the warrants to purchase up to an aggregate of 21,949,079 shares of common stock issued to the holders of the Secured Notes in conjunction with the second note amendment to the Secured Notes. "Additional Secured Convertible Notes" means up to an additional $35.0 million in aggregate principal amount of our senior secured convertible notes due 2026 we have granted the holders of the Secured Notes the right to purchase so long as the notice to exercise such option is provided no later than the August 14, 2025. "ATM Offering" mean our "at-the-market" offering of common stock pursuant to the ATM Sales Agreement. "ATM Sales Agreement" means the sales agreement, dated February 6, 2023, between us and Needham & Company, LLC, as agent. "Board" or "Board of Directors" means the board of directors of the Company. "Bylaws" means the amended and restated bylaws of the Company. "Business Combination Agreement" means that certain Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire, Merger Sub and Legacy Velo3D, as amended by Amendment #1 to Business Combination Agreement dated as of July 20, 2021. "Certificate of Incorporation" means the certificate of incorporation of the Company, as amended. "common stock" means the shares of common stock, par value $0.00001 per share, of the Company. "Class A ordinary shares" means the Class A ordinary shares, par value $0.0001 per share, of JAWS Spitfire, prior to the Domestication, which automatically converted, on a one-for-one basis, into shares of common stock in connection with the Closing. "Class B ordinary shares" means

Business

Item 1. Business. Overview We seek to fulfill the promise of additive manufacturing (" AM "), also referred to as three-dimensional printing (" 3D printing "), to deliver breakthroughs in performance, cost, and lead time in the production of high-value metal parts. We produce a fully integrated hardware and software solution based on our proprietary laser powder bed fusion (" L-PBF ") technology, which greatly reduces and often eliminates the need for support structures. Our technology enables the production of highly complex, mission-critical parts that existing AM solutions cannot produce without the need for redesign or additional assembly. Our Sapphire family of systems (collectively referred to as the " 3D Printers ") give our customers who are in space, aviation, defense, automotive, energy and industrial markets the freedom to design and produce metal parts with complex internal features and geometries that had previously been considered impossible for AM. We believe our technology is years ahead of competitors. 7 Our technology is novel compared to other AM technologies based on its ability to deliver high-value metal parts that have complex internal channels, structures, and geometries. This affords a wide breadth of design freedom for creating new metal parts and it enables replication of existing parts without the need to redesign the part to be manufacturable with AM. Because of these features, we believe our technology and product capabilities are highly valued by our customers. Our customers are primarily original equipment manufacturers (" OEMs ") and contract manufacturers (" CMs ") who look to AM to solve issues with traditional manufacturing technologies for metal parts. Those traditional manufacturing technologies rely on processes, including casting, stamping and forging, that typically require high volumes to drive competitive costs and have long lead times for production. Our customers look to AM solutions to produce assemblies that are

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View this 10-K filing on SEC EDGAR