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VELO3D will merge with a special purpose acquisition company, making VELO3D a publicly traded company valued at $1.6 billion, according to a press release.
VELO3D will merge with Jaws Spitfire Acquisition Corp, which includes $155 million from Baron Capital Group, Hedosophia and other private investors. The merger will fetch $500 million in proceeds for the combined company. 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.”
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 affected.
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.