Sec Form 13D Filing - KHOSLA VENTURES SEED B L.P. filing for Velo3D Inc. (VLDX) - 2021-10-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Velo3D, Inc.

(Name of Issuer)

Common stock, par value $0.00001 per share

(Title of Class of Securities)

92259N104

(CUSIP Number)

John Demeter

Khosla Ventures

2128 Sand Hill Road

Menlo Park, California 94025

(650) 376-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

This statement on Schedule 13D relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 511 Division Street, Campbell, California 95008. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Pursuant to the provisions of General Instruction C to Schedule 13D, information in Items 2 through 6 of this Schedule 13D is also provided with respect to Mr. Khosla, with respect to the shares of Common Stock directly and beneficially owned by him.

Mr. Khosla is referred to as a “General Partner.”

Khosla Ventures

2128 Sand Hill Road

Menlo Park, California 94025

Additional information concerning the Reporting Persons is listed on Attachment A hereto and is incorporated by reference herein.

From October 2014 through March 2020, the Reporting Persons acquired the following shares of preferred stock of Legacy Velo3D (as defined below): 612,649 shares of common stock, 4,106,980 shares of Series A convertible preferred stock, 2,219,884 shares of Series B convertible preferred stock, 2,063,503 shares of Series C convertible preferred stock, and 15,985,506 shares of Series D convertible preferred stock. On May 7, 2021, the Reporting Persons purchased, together with unaffiliated investors, a convertible note (the “Convertible Note”) from another Legacy Velo3D investor for the aggregate amount of $14.3 million. The Reporting Persons acquired such shares and the Convertible Note for an aggregate purchase price of approximately $56.43 million. All such purchases were made with working capital.

The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were acquired in connection with a business combination (the “Business Combination”) contemplated by the Business Combination Agreement, as amended, dated March 22, 2021 (the “Business Combination Agreement ”), by and among JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“Jaws”), Spitfire Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Jaws (“Merger Sub”), and Velo3D, Inc., a Delaware corporation (“Legacy Velo3D”). As a result of, and as the final step of, the Business Combination, on September 29, 2021 (the “Closing Date”), Merger Sub merged with and into Legacy Velo3D, with Legacy Velo3D surviving the merger as a wholly owned subsidiary of Jaws (the “Closing”). In connection with the Closing, Legacy Velo3D changed its name to “Velo3D US, Inc.” and Jaws changed its name to “Velo3D, Inc.” (the “Issuer”, as previously defined).

As a result of the Business Combination, (i) the shares of common stock and preferred stock of Legacy Velo3D held by each of the Reporting Persons were converted into shares of Common Stock, and (ii) the Convertible Note, of which the Reporting Persons own a portion, converted into shares of Common Stock. As a result of such conversions, the Reporting Persons own an aggregate of 30,350,744 shares of Common Stock.

In addition, the Reporting Persons are entitled to receive up to an aggregate of 4,024,292 shares of Common Stock if, from the Closing until the fifth anniversary thereof, the volume-weighted average price of the Common Stock (the “VWAP Price”) equals or exceeds certain thresholds. The first half of the shares of Common Stock will be issued if the VWAP Price equals or exceeds $12.50 for 20 or more trading days within any 30-trading-day period and the second half of the shares of Common Stock will be issued if the VWAP Price equals or exceeds $15.00 for 20 or more trading days within any 30-trading-day period, in each case, subject to adjustment as provided in the Business Combination Agreement.

The shares of Common Stock reported herein were acquired solely for investment purposes. None of the Reporting Persons have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by the Reporting Persons or others of shares of the Issuer’s Common Stock held by such stockholders.

Other than as described above in Item 3 of this Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the actions described in subparagraphs (a) through (j) of this Item 4. However, the Reporting Persons may seek information from management and the Issuer’s Board of Directors, and may engage in further discussions with management, the Issuer’s Board of Directors, other stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in subparagraphs (a) through (j) of this Item 4. In addition, the Reporting Persons may exercise their rights under the Amended and Restated Registration Rights Agreement, as defined below.

The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based upon 183,163,826 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2021 in connection with the Issuer’s Business Combination. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule.

Please see Attachment A for additional information.

Please see Attachment A for additional information.

Please see Attachment A for additional information.

Please see Attachment A for additional information.

Please see Attachment A for additional information.

Please see Attachment A for additional information.

Please see Attachment A for additional information.

With respect to each Reporting Person and General Partner:

(a) The information set forth in Item 3 of this Schedule 13D is incorporated by reference into this Item 5(c).

(b) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons or the General Partner.

(c) Not applicable.

Amended and Restated Registration Rights Agreement

On the Closing Date, each of KV Seed B, KV Seed B (CF), and KV V (the “KV Funds”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the Issuer, Spitfire Sponsor LLC, a Delaware limited liability company, and certain other holders of the Common Stock party thereto, pursuant to which the KV Funds are entitled to registration rights with respect to their shares of Common Stock. The Registration Rights Agreement provides that, at any time following the period commencing on the Closing Date and ending on the six-month anniversary thereof (the “Lock-Up Period”) and upon the written request of parties to the Registration Rights Agreement holding a certain threshold of the Issuer’s registrable securities, the Issuer will file with the SEC a registration statement and use commercially reasonable efforts to effect registration of all or part of the registrable securities subject to such request.

The Registration Rights Agreement further provides that no later than 30 days following the Closing Date, the Issuer will file a registration statement under the Securities Act of 1933, as amended, pursuant to Rule 415 thereunder registering the registrable securities held by parties to the Registration Rights Agreement that are not covered by an effective registration statement. In addition, the Registration Rights Agreement grants the KV Funds “piggyback” registration rights, subject to certain exceptions.

The Registration Rights Agreement also includes customary indemnification provisions under which the Issuer is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in an applicable registration statement and holders of registrable securities are obligated to indemnify the Issuer for material misstatements or omissions attributable to them. Further, all fees, costs and expenses of underwritten registrations will be borne by the Issuer and underwriting discounts and selling commissions will be borne by the holders of the registrable securities being registered.

The Registration Rights Agreement also provides for a lock-up on the shares of Common Stock held by the KV Funds so that the KV Funds may not transfer such shares during the Lock-Up Period, other than pursuant to specified permitted transfers.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 8, 2021

ATTACHMENT A

The general partner of KV Seed B and KV Seed B (CF) is KVA Seed B. The general partner of KV V is KVA V. VK Services is the sole manager of KVA Seed B and KVA V. Mr. Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA Seed B possesses power to direct the voting and disposition of the shares owned by KV Seed B (CF) and KVA Seed B, and each of KVA Seed B, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Mr. Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Mr. Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. KVA Seed B, KVA V, VK Services and Mr. Khosla hold no securities of the Issuer directly.

Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.