4//SEC Filing
Spitfire Sponsor LLC 4
Accession 0001104659-21-122121
CIK 0001825079other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 5:46 PM ET
Size
11.6 KB
Accession
0001104659-21-122121
Insider Transaction Report
Form 4
Velo3D, Inc.VLD
Spitfire Sponsor LLC
10% Owner
Transactions
- Other
Class B ordinary shares
2021-09-29−8,550,000→ 0 total→ Class A ordinary shares (8,550,000 underlying) - Other
Warrants to purchase Class A common stock
2021-09-29$1.50/sh+4,450,000$6,675,000→ 4,450,000 totalExercise: $11.50From: 2022-03-28Exp: 2026-09-29→ Class A Common Stock (4,450,000 underlying) - Other
Class A common stock
2021-09-29+8,550,000→ 8,550,000 total
Footnotes (3)
- [F1]In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated March 22, 2021, by and among JAWS Spitfire Acquisition Corporation ("JAWS Spitfire"), Spitfire Merger Sub, Inc. and Velo3D, Inc. (the transactions contemplated thereby, the "Business Combination"), JAWS Spitfire domesticated as a Delaware corporation (the "Domestication") and changed its name to "Velo3D, Inc." ("Velo3D"). In connection with the Domestication, Spitfire Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of JAWS Spitfire, which were previously convertible into Class A ordinary shares of JAWS Spitfire, were automatically converted into shares of Class A common stock of Velo3D, par value $0.0001 per share, on a one-for-one basis.
- [F2]Pursuant to the Private Placement Warrant Purchase Agreement, dated as of December 2, 2020, by and between JAWS Spitfire and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Velo3D (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 180 days after the closing of the Business Combination (or at an earlier date if agreed upon by the Velo3D board), for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.
- [F3]Barry S. Sternlicht controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person
Documents
Issuer
Velo3D, Inc.
CIK 0001825079
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001825078
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 5:46 PM ET
- Size
- 11.6 KB