Velo3D, Inc. (VELO): M&A transaction — Velo3D exchanges $22.4M debt for 185M shares; Holder gets 95% control, new CEO appointed

Velo3D, Inc.

81.7% of senior secured notes cancelled ($22.38M principal + $369K accrued interest) for 185,151,333 shares.
Arrayed Notes Acquisition Corp now owns 95% of outstanding common stock; remaining $5M notes stay.
CEO Brad Kreger steps down, appointed COO; Arun Jeldi (Arrayed Additive CEO) becomes CEO and director.
Six board members resign (Carl Bass, Ellen Smith, Gabrielle Toledano, Matthew Walters, Benyamin Buller, Darryl Porter); board reduced from 10 to 5.
Bylaws amended to grant majority holder special meeting and consent rights; company remains publicly traded on OTCQX.

item 1.01 item 3.02 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Velo3D, Inc.: Board adopted Second Amended and Restated Bylaws with amendments regarding Majority Holder exemption, removal of director confidentiality requirement, and allowance of stockholder action by written consent (effective 2024-12-24).

Change: bylaw amendment
Effective: 2024-12-24

Exact text from the filing

Effective December 24, 2024, the Board approved and adopted the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which amend and restate the Amended and Restated Bylaws of the Company that were previously in effect.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Velo3D, Inc. underwent a change of control involving Arrayed Notes Acquisition Corp. for cancellation of $22,382,000.00 in principal amount of the Company’s Senior Secured Notes due 2026 plus $369,303.00 of accrued interest (closed 2024-12-24).

Action: change of control
Counterparty: Arrayed Notes Acquisition Corp.
Consideration: cancellation of $22,382,000.00 in principal amount of the Company’s Senior Secured Notes due 2026 plus $369,303.00 of accrued interest
Closing: 2024-12-24

Exact text from the filing

On December 24, 2024, as a result of the closing of the transactions contemplated by the Exchange Agreement, a change in control of the Company occurred.

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74 governance changes filed in the last 30 days. Browse all governance changes →

Velo3D, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-051999

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