Velo3D Inc
For the period ended Dec 31, 2023. Filed Apr 3, 2024.
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FY2023 · Filed Apr 3, 2024
VELO$6.04-3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements.
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules.
All schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and notes.
(3) Exhibits.
Exhibit Index
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Title · Form · Exhibit · Filing Date · Filed Herewith | ||||
| 2.1 | Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire Acquisition Corporation, Spitfire Merger Sub, Inc., and Velo3D, Inc. | 8-K | 2.1 | 03/23/2021 |
| 2.2 | Amendment No. 1 to the Business Combination Agreement, dated July 20, 2021, by and among JAWS Spitfire Acquisition Corporation, Spitfire Merger Sub, Inc., and Velo3D, Inc. | S-4/A | Annex AA | 07/20/2021 |
| 3.1 | Certificate of Incorporation of Velo3D, Inc. | 8-K | 3.1 | 10/05/2021 |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc. | 8-K | 3.1 | 06/09/2023 |
| 3.3 | Amended and Restated Bylaws of Velo3D, Inc. | 8-K | 3.1 | 02/22/2023 |
| 4.1 | Specimen Unit Certificate | S-1 | 4.1 | 11/27/2020 |
| 4.2 | Specimen Ordinary Share Certificate | S-1 | 4.2 | 11/27/2020 |
| 4.3 | Specimen Warrant Certificate | S-1 | 4.3 | 11/27/2020 |
| 4.4 | Certificate of Corporate Domestication of JAWS Spitfire Acquisition Corporation | 8-K | 4.4 | 10/05/2021 |
| 4.5 | Warrant Agreement between Continental Stock Transfer & Trust Company and JAWS Spitfire Acquisition Corporation, dated December 7, 2020 | 8-K | 4.1 | 12/08/2020 |
| 4.6 | Description of Securities Registered Under Section 12 of the Exchange Act | 10-K | 4.6 | 03/23/2023 |
| 4.7 | Warrant to Purchase 70,000 shares of Common Stock | 8-K | 4.1 | 07/29/2022 |
| 4.8 | Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee | 8-K | 4.1 | 08/15/2023 |
| 4.9 | First Supplemental Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee | 8-K | 4.2 | 08/15/2023 |
| 4.10 | Form of Note | 8-K | 4.3 | 08/15/2023 |
| 4.11† | Second Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee | 8-K | 4.1 | 11/29/2023 |
| 4.12 | Form of Exchange Note | 8-K | 4.2 | 11/28/2023 |
| 4.13 | Form of Warrant | 8-K | 4.1 | 11/28/2023 |
| 4.14 | Form of Placement Agent Warrants | 8-K | 4.2 | 11/28/2023 |
| 4.15 | Note Amendment, dated December 27, 2023, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC | 8-K | 4.3 | 11/28/2023 |
| 10.1 | Sponsor Letter Agreement, dated as of March 22, 2021, by and among Spitfire Sponsor LLC, certain other holders set forth on Schedule I thereto, JAWS Spitfire Acquisition and Velo3D, Inc. | 8-K | 10.2 | 03/23/2021 |
| 10.2 | Form of Subscription Agreement | 8-K | 10.1 | 03/23/2021 |
| 10.3 | Amended and Restated Registration Rights Agreement, dated September 29, 2021, by and among the Company, Spitfire Sponsor LLC, and other Holders party thereto | 8-K | 10.3 | 10/05/2021 |
| 10.4* | 2014 Equity Incentive Plan | 8-K | 10.4 | 10/05/2021 |
| 10.5* | 2021 Equity Incentive Plan | 8-K | 10.5 | 10/05/2021 |
| 10.6 | Form of Option Award Agreement | 8-K | 10.6 | 10/05/2021 |
| 10.7 | Form of RSU Award Agreement | 8-K | 10.7 | 10/05/2021 |
| 10.8 | Form of Rollover Option Award Agreement | 8-K | 10.8 | 10/05/2021 |
| 10.9 | Form of Restricted Stock Award Agreement | 8-K | 10.9 | 10/05/2021 |
| 10.10 | Form of Stock Appreciation Right Award Agreement | 8-K | 10.10 | 10/05/2021 |
| 10.11 | Form of Stock Bonus Award Agreement | 8-K | 10.11 | 10/05/2021 |
| 10.12 | Form of Performance Shares Award Agreement | 8-K | 10.12 | 10/05/2021 |
| 10.13* | 2021 Employee Stock Purchase Plan | 8-K | 10.13 | 10/05/2021 |
| 10.14* | Employment Agreement, dated July 13, 2020, between Velo3D, Inc. and Mr. McCombe | S-4/A | 10.1 | 06/29/2021 |
| 10.15* | Addendum to Employment Agreement, dated October 26, 2020, between Velo3D, Inc. and Mr. McCombe | S-4/A | 10.11 | 06/29/2021 |
| 10.16* | Employment Agreement, dated September 21, 2020, between Velo3D, Inc. and Ms. Youssef | S-4/A | 10.12 | 06/29/2021 |
| 10.17 | Form of Director and Officer Indemnification Agreement | 8-K | 10.18 | 10/05/2021 |
| 10.18 | Lease by and between Velo3D, Inc. and Division Street Property II, LLC, dated February 19, 2016 | 8-K | 10.19 | 10/05/2021 |
| 10.19 | First Amendment to Lease by and between Velo3D, Inc. and Division Street Property II, LLC, dated April 7, 2021 | 8-K | 10.20 | 10/05/2021 |
| 10.2 | Lease by and between Velo3D, Inc. and Colfin 2019-2D Industrial Owner, LLC, dated June 28, 2021 | 8-K | 10.21 | 10/05/2021 | |
| 10.21 | Sales Agreement, by and between Velo3D and Needham dated February 6, 2023 | 8-K | 1.1 | 02/06/2023 | |
| 10.22† | Securities Purchase Agreement, dated as of August 10, 2023, by and among the Company and High Trail Investors ON LLC and HB SPV I Master Sub LLC, as buyers | 8-K | 10.1 | 08/15/2023 | |
| 10.23 | Placement Agent Agreement, dated as of August 10, 2023, by and between the Company and Credit Suisse Securities (USA) LLC, as placement agent | 8-K | 10.2 | 08/15/2023 | |
| 10.24† | Security Agreement, dated as of August 14, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent | 8-K | 10.3 | 08/15/2023 | |
| 10.25 | Form of Voting Agreement (included as Exhibit D to the Securities Purchase Agreement filed as Exhibit 10.22) | 8-K | 10.4 | 08/15/2023 | |
| 10.26* | Form of Change in Control Agreement | 8-K | 10.1 | 10/02/2023 | |
| 10.27† | Securities Exchange Agreement, dated November 27, 2023, by and among the Company, High Trail Investors ON LLC and HB SPV I Master Sub LLC | 8-K | 10.1 | 11/28/2023 | |
| 10.28† | Amendment to Securities Purchase Agreement, dated November 27, 2023, by and among the Company, High Trail Investors ON LLC and HB SPV I Master Sub LLC | 8-K | 10.2 | 11/28/2023 | |
| 10.29 | Form of Voting Agreement (included as Exhibit D to the Securities Exchange Agreement filed as Exhibit 10.27) | 8-K | 10.3 | 11/28/2023 | |
| 10.30† | Amendment to Security Agreement, dated as of November 28, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent | 8-K | 10.4 | 11/28/2023 | |
| 10.31* | Separation Agreement, dated December 15, 2023, by and between Velo3D, Inc. and Benyamin Buller | 8-K | 10.1 | 12/15/2023 | |
| 10.32 | Form of Securities Purchase Agreement, dated December 27, 2023, between Velo3D, Inc. and the Purchasers | 8-K | 10.1 | 12/28/2023 | |
| 10.33 | Placement Agency Agreement, dated December 27, 2023, by and between the Company and A.G.P./Alliance Global Partners | 8-K | 10.2 | 12/28/2023 | |
| 10.34* | Offer Letter, dated November 10, 2022, between Velo3D, Inc. and Mr. Kreger | X | |||
| 10.35* | Employment Agreement, dated December 3, 2020, between Velo3D, Inc. and Mr. Chung | X | |||
| 21.1 | List of Subsidiaries | X | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Velo3D, Inc. | X | |||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1994 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1994 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97.1 | Velo3d, Inc. Compensation Recovery Policy | X |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
† Portions of this exhibit (indicated with markouts) have been redacted in accordance with Item 601(b)(10)(iv).
- Indicates a management contract or compensatory plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.