Velo3D, Inc. executed the letter of intent to acquire Jaws Spitfire Acquisition Corporation (NYSE:SPFR) from Spitfire Sponsor LLC and others in a reverse merger transaction for $1.5 billion on February 16, 2021. Velo3D, Inc. entered into a definitive business combination agreement to acquire Jaws Spitfire Acquisition Corporation from Spitfire Sponsor LLC and others in a reverse merger transaction on March 22, 2021. Outstanding shares and options of Velo3D will be exchanged for shares of JAWS common stock or comparable options that are exercisable for shares of JAWS common stock, as applicable, based on an implied Velo3D equity value of $1.5 billion. 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. Velo3D 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. As of September 29, 2021, Instead of getting about $345 million in cash from the SPAC, as projected, Jaws Spitfire is now only contributing about $162.8 million. Upon completion, Velo3D's existing shareholders will own approximately 72%, JAWS Spitfire's existing shareholders and Spitfire 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 combined company will operate as Velo3D, Inc. and will be listed on the New York Stock Exchange under the new ticker symbol “VLD.” Warrants of New Velo3D are expected to begin trading on the New York Stock Exchange (the “ NYSE ”) under the symbol “VLD WS,. Following the consummation of the Business Combination the size of the New Velo 3D Board will decrease to nine directors. During July 2021, JAWS Spitfire and Velo 3D also agreed that Carl Bass would serve as Chairman of the New Velo 3D Board.

The transaction is subjected to Jaws Spitfire's shareholders' approval; expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the Registration Statement / Proxy Statement shall have become effective; cash proceeds from JAWS's trust account equaling no less than $350 million at the closing, all shares of Velo3D preferred stock issued and outstanding prior to Closing will have been converted to shares of Velo3D common stock, JAWS Spitfire must have received the Transaction Support Agreements from each Supporting Velo3D Shareholder, shares of New Velo3D Common Stock being approved for listing on the NYSE and other customary closing conditions. The transaction has been unanimously approved by the boards of directors for both Velo3D and Jaws Spitfire.JAWS Spitfire Acquisition Corporation's extraordinary general meeting of shareholders will be held on September 28, 2021 by teleconference. As of September 28, 201, the shareholder of JAWS Spitfire Acquisition approved the business combination proposal, the Domestication proposal, the charter proposal, the organizational documents proposals and the NYSE Proposal. The transaction is expected to complete in second half of 2021. As of September 28, 201, the transaction is expected to close on September 29, 2021.

BofA Securities, Inc. acted as the financial advisor and Steven Levine, David K. Michaels, Per Chilstrom, Julia Forbess, Nancy Chen, Jonathan Millard, Amy Brown and William Skinner of Fenwick & West LLP acted as the legal advisor to Velo3D. Credit Suisse Securities (USA) LLC acted as the financial advisor and Michael P. Brueck, David L. Perechocky, Christian Nagler, Michael Krasnovsky, Aaron Lorber, Jeffrey Quinn, Richard Kidd, Mike Beinus, Meredith Levy and Mario Mancuso of Kirkland & Ellis LLP acted as the legal advisor to Jaws Spitfire. Skadden, Arps, Slate, Meagher & Flom LLP represented Credit Suisse Securities (USA) LLC and BofA Securities, Inc. as placement agents. Morrow & Co., LLC is the proxy solicitor to JAWS and will receive a fee of $35,000 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company is the transfer agent for shares of JAWS.

Velo3D, Inc completed the acquistion of Jaws Spitfire Acquisition Corporation (NYSE:SPFR) from Spitfire Sponsor LLC and others in a reverse merger transaction on September 29, 2021. The combined company will retain the name Velo3D and its common stock will begin trading on the New York Stock Exchange under the ticker symbol “VLD” and its warrants under the symbol “VLD WS” on September 30, 2021. Chief Executive Officer Benny Buller and Chief Financial Officer Bill McCombe will continue to lead the combined company through its next phase of growth as it continues to redefine the high-value metal additive manufacturing market.