Velo3D, Inc. Files 8-K for Material Agreement & Equity Issuance

TL;DR

Velo3D filed an 8-K for a material agreement and unregistered equity issuance. Check financials.

AI Summary

On April 1, 2024, Velo3D, Inc. entered into a Material Definitive Agreement related to the issuance of unregistered equity securities. The filing also includes financial statements and exhibits. The company was formerly known as JAWS Spitfire Acquisition Corp and Spitfire Acquisition Corp.

Why It Matters

This 8-K filing indicates Velo3D, Inc. has entered into a significant agreement, potentially impacting its financial structure and operations through the issuance of unregistered equity.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and material definitive agreements, which can introduce financial and operational risks.

Key Players & Entities

• Velo3D, Inc. (company) — Registrant
• JAWS Spitfire Acquisition Corp (company) — Former company name
• Spitfire Acquisition Corp (company) — Former company name
• April 1, 2024 (date) — Date of earliest event reported
• April 2, 2024 (date) — Date of report

FAQ

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
• $5.5 million — ny agreed to (A) make a cash payment of $5.5 million on April 1, 2024 to redeem approximatel
• $4.2 million — n April 1, 2024 to redeem approximately $4.2 million of aggregate principal amount of the No
• $4.6 million — n April 15, 2024 to repay approximately $4.6 million of principal of the Notes, together wit
• $0.4556 — be exercisable at an exercise price of $0.4556 per share and will expire on the one ye

Filing Documents

• vld-20240402.htm (8-K) — 40KB
• hightrail-vldxcommonwarran.htm (EX-4.1) — 146KB
• hightrail-vldxsecondnoteam.htm (EX-4.2) — 440KB
• hightrail-vldxletteragreem.htm (EX-10.1) — 67KB
• 0001825079-24-000006.txt ( ) — 990KB
• vld-20240402.xsd (EX-101.SCH) — 2KB
• vld-20240402_def.xml (EX-101.DEF) — 18KB
• vld-20240402_lab.xml (EX-101.LAB) — 32KB
• vld-20240402_pre.xml (EX-101.PRE) — 19KB
• vld-20240402_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Second Amendment to Notes On April 1, 2024, Velo3D, Inc. (the "Company") entered into a second note amendment, dated as of March 31, 2024 (the "Second Note Amendment"), to its senior secured notes due 2026 (as amended, the "Notes") with High Trail Investments ON LLC and an affiliated institutional investor (the "Investors") and U.S. Bank Trust Company, National Association, as trustee. Pursuant to the Second Note Amendment, the Company agreed to (A) make a cash payment of $5.5 million on April 1, 2024 to redeem approximately $4.2 million of aggregate principal amount of the Notes, together with accrued and unpaid interest, and (B) a cash payment of $5.5 million on April 15, 2024 to repay approximately $4.6 million of principal of the Notes, together with accrued and unpaid interest. Letter Agreement and Warrants In connection with the Second Note Amendment, on April 1, 2024, the Company also entered into a letter agreement, dated as of March 31, 2024 (the "Letter Agreement"), with the Investors pursuant to which the Company issued to the Investors warrants (the "Warrants") to purchase 21,949,079 shares of the Company's common stock, par value $0.00001 per share (the "Warrants Shares"). The Warrants will become exercisable 45 days after the original issuance date (the "Initial Exercise Date"), will be exercisable at an exercise price of $0.4556 per share and will expire on the one year anniversary of the later of (i) the Initial Exercise Date and (ii) the date on which the Resale Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the "SEC"). The Investors may exercise the Warrants by paying the exercise in cash or by reducing the outstanding principal amount under the Notes by an amount equal to the quotient of (A) the amount of the exercise price divided by (B) 1.20. The Warrants may also be exercised on a cashless basis under certain circumstances.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information required by this Item 3.02 relating to the Warrants and the Warrant Shares is set forth under Item 1.01 above and is incorporated herein by reference. Each of the Investors represented in the Warrants, among other things, that it is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act, and that the acquisition of the Warrants is for investment in its account and not with a view to the public resale or distribution within the meaning of the Securities Act.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Warrant. 4.2 Note Amendment, dated March 31 , 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC. 10.1 Letter Agreement, dated March 31 , 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Portions of this exhibit (indicated with markouts) have been redacted in accordance with Item 601(b)(10)(iv).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Velo3D, Inc. Date: April 2, 2024 By: /s/ Bernard Chung Name: Bernard Chung Title: Acting Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR