As filed with the Securities and Exchange Commission on September 2, 2021

No. 333-256057​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

Amendment No. 5
to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JAWS SPITFIRE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
(305) 695-5500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew Walters
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
(305) 695-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

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(1)

The number of shares of New Velo3D Common Stock (as defined below) being registered represents (i) 34,500,000 Class A ordinary shares (as defined below) of JAWS Spitfire (as defined below) that were registered pursuant to the Registration Statement on Form S-1 (SEC File Nos. 333-250151 and 333-251085) and offered by JAWS Spitfire in its initial public offering; (ii) 8,625,000 Class B ordinary shares (as defined below) held by JAWS Spitfire’s initial shareholders; (iii) up to 192,668,711 shares of New Velo3D Common Stock estimated to be issued to the equityholders of Velo3D in connection with the Business Combination described in the proxy statement/prospectus (as defined below), based on the sum of (a) the 167,668,711 shares of New Velo3D Common Stock issuable upon the consummation of the Business Combination, without giving effect to downward adjustments, and (b) up to 25,000,000 shares of New Velo3D Common Stock that may be issued after such date for certain equityholders of New Velo3D pursuant to the earnout provisions of the Business Combination Agreement described herein; and (iv) up to 6,778,601 shares of New Velo3D Common Stock that may be issued to holders of the outstanding Velo3D Convertible Notes (as defined below) upon conversion of such notes. The Class A ordinary shares and Class B ordinary shares of JAWS Spitfire will automatically be converted by operation of law into shares of New Velo3D Common Stock as a result of the Domestication (as defined below).

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(2)

Represents shares of New Velo3D Common Stock to be issued upon the exercise of (i) 8,625,000 public warrants (as defined below), (ii) 4,450,000 private placement warrants (as defined below) and (iii) up to 436,000 warrants exercisable for up to 671,367 shares of New Velo3D Common Stock that will be issued to the warrantholders of Velo3D in connection with the Business Combination described in the proxy statement/prospectus. The warrants will convert into warrants to acquire shares of New Velo3D Common Stock as a result of the Domestication.

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(3)

The number of warrants to acquire shares of New Velo3D Common Stock being registered represents (i) 8,625,000 public warrants, (ii) 4,450,000 private placement warrants and (iii) up to 436,000 warrants exercisable for up to 671,367 shares of New Velo3D Common Stock that will be issued to the warrantholders of Velo3D in connection with the Business Combination described in the proxy statement/prospectus.

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(4)

Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

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(5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of JAWS Spitfire on the New York Stock Exchange (“NYSE”) on May 7, 2021 ($10.00 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

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(6)

Represents the exercise price of the warrants.

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(7)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the JAWS Spitfire public warrants on the NYSE on May 7, 2021 ($1.65 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

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(8)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

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(9)

Previously paid.

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*

Immediately prior to the consummation of the Business Combination, JAWS Spitfire intends to effect a deregistration under Part XII the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which JAWS Spitfire’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Velo3D, Inc.” upon the consummation of the Domestication. As used herein, “New Velo3D” refers to New Velo3D after giving effect to the Domestication.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/​prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATE SEPTEMBER 2, 2021

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF JAWS SPITFIRE ACQUISITION CORPORATION
PROSPECTUS FOR
256,318,679 SHARES OF COMMON STOCK AND 13,746,367 WARRANTS OF JAWS SPITFIRE ACQUISITION CORPORATION
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED VELO3D, INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

The board of directors of JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS Spitfire”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated March 22, 2021 (as amended on July 20, 2021, and as it may be amended and supplemented from time to time, the “Business Combination Agreement”), by and among JAWS Spitfire, Spitfire Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Velo3D, Inc., a Delaware corporation (“Velo3D”), a copy of which is attached to the proxy statement/prospectus as Annex A, including the domestication of JAWS Spitfire as a Delaware corporation (the “Domestication”). As described in this proxy statement/prospectus, JAWS Spitfire’s shareholders are being asked to consider a vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New Velo3D” refers to JAWS Spitfire after giving effect to the consummation of the Domestication and the Business Combination.

In connection with the Domestication, on the Closing Date and prior to the Effective Time (as defined below), (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of JAWS Spitfire will be converted into one share of common stock par value $0.0001 per share of New Velo3D (collectively, the “New Velo3D Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of JAWS Spitfire will automatically represent the right to purchase one share of New Velo3D Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the JAWS Spitfire warrant agreement; (iii) the governing documents of JAWS Spitfire will be amended and restated and become the certificate of incorporation and the bylaws of New Velo3D as described in this proxy statement/prospectus; and (iv) JAWS Spitfire’s name will change to “Velo3D, Inc.” In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of JAWS Spitfire that has not been previously separated into the underlying Class A ordinary shares of JAWS Spitfire and the underlying warrants of JAWS Spitfire prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Velo3D Common Stock and one-fourth of one warrant representing the right to purchase one share of New Velo3D Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the JAWS Spitfire warrant agreement.

On the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Velo3D (the “Merger”), with Velo3D as the surviving company in the Merger, and after giving effect to the Merger, Velo3D will be a wholly owned subsidiary of JAWS Spitfire (the time that the Merger becomes effective being referred to as the “Effective Time”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding shares and options of Velo3D will be exchanged for shares of New Velo3D Common Stock or comparable options that are exercisable for shares of New Velo3D Common Stock, as applicable, based on an implied equity value of Velo3D of $1.5 billion; (ii) outstanding Velo3D Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock based on the number of shares of New Velo3D Common Stock such holder would have received if it had exercised such warrant immediately prior to the effective time of the Merger; and (iii) outstanding Convertible Notes will remain outstanding and become convertible into shares of New Velo3D Common Stock in accordance with their terms. The numbers of shares of New Velo3D Common Stock subject to the comparable options into which Velo3D options are exchanged will be deemed to be granted under the proposed Velo3D, Inc. Equity Incentive Plan, reducing the number of shares otherwise available for issuance thereunder. The market value of the shares to be issued could vary significantly from the market value as of the date of this proxy statement/prospectus. It is anticipated that, upon completion of the Business Combination, (i) the Velo3D Shareholders will own, collectively, approximately 70.2% of the outstanding New Velo3D Common Stock, and (ii) JAWS Spitfire’s public shareholders will own approximately 17.5% of the outstanding New Velo3D Common Stock, in each case, assuming that none of JAWS Spitfire’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 74.8% and 12.1%, respectively, assuming that, all of JAWS Spitfire’s outstanding public shares are redeemed in connection with the Business Combination. These percentages

(i) assume that 137,963,713 shares of New Velo3D Common Stock are issued to the holders of shares of common stock of Velo3D at Closing (including the holders of Velo3D warrants that will settle and terminate pursuant to their terms prior to completion of the Business Combination) and the holders of preferred stock of Velo3D that will convert to shares of common stock of Velo3D pursuant to their terms prior to completion of the Business Combination, which would be the number of shares of New Velo3D Common Stock issued to these holders if Closing were to occur on , 2021; (ii) are based on 15,500,000 shares of New Velo3D Common Stock to be issued in the PIPE Financing; (iii) do not take into account any exercise of public warrants or private placement warrants to purchase New Velo3D Common Stock that will be outstanding immediately following Closing; (iv) do not take into account any shares of New Velo3D Common Stock underlying vested and unvested options that will be held by equityholders of Velo3D immediately following Closing; (v) do not take into account any exercise of New Velo3D Warrants (other than those that will settle and terminate pursuant to their terms prior to completion of the Business Combination) that will be outstanding immediately following Closing; and (vi) do not take into account shares of New Velo3D Common Stock underlying Convertible Notes that will be outstanding immediately following Closing. If the actual facts are different than these assumptions, the ownership percentages in New Velo3D will be different.

This prospectus covers 256,318,679 shares of New Velo3D Common Stock (including shares issuable upon exercise of the warrants described above, but excluding vested options) and 13,511,000 warrants to acquire shares of New Velo3D Common Stock to be issued in connection with the Domestication. The number of shares of New Velo3D Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of shares and outstanding options of Velo3D in connection with the Business Combination (as more fully described in this proxy statement/prospectus), together with the shares issued or issuable to the existing shareholders and warrant holders of JAWS Spitfire in connection with the Business Combination.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, JAWS Spitfire entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and JAWS Spitfire has agreed to issue and sell to the PIPE Investors, an aggregate of 15,500,000 shares of New Velo3D Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $155,000,000 (the “PIPE Financing”). The shares of New Velo3D Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. JAWS Spitfire will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

JAWS Spitfire’s units, public shares and public warrants are currently listed on the NYSE under the symbols “SPFR.U,” “SPFR” and “SPFR WS,” respectively. JAWS Spitfire will apply for listing, to be effective at the time of the Business Combination, of New Velo3D Common Stock and warrants on the NYSE under the proposed symbols “VLD” and “VLD WS,” respectively. It is a condition of the consummation of the Business Combination that JAWS Spitfire receive confirmation from the NYSE that New Velo3D has been conditionally approved for listing on the NYSE, but there can be no assurance such listing condition will be met or that JAWS Spitfire will obtain such confirmation from the NYSE. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the NYSE condition set forth in the Business Combination Agreement is waived by the applicable parties.

The accompanying proxy statement/prospectus provides shareholders of JAWS Spitfire with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of JAWS Spitfire. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2021, and
is first being mailed to JAWS Spitfire’s shareholders on or about            , 2021.

 

JAWS SPITFIRE ACQUISITION CORPORATION
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139

Dear JAWS Spitfire Acquisition Corporation Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS Spitfire”), at 9:00 a.m., Eastern Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association.

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication, on the Closing Date and prior to the Effective Time (as described below), among other things, (i) JAWS Spitfire will change its name to “Velo3D, Inc.”; (ii) each outstanding Class A ordinary share of JAWS Spitfire and each outstanding Class B ordinary share of JAWS Spitfire will become one share of New Velo3D Common Stock, and each outstanding warrant of JAWS Spitfire will become one warrant to purchase one share of New Velo3D Common Stock; and (iii) the governing documents of JAWS Spitfire will be amended and restated. As used in the accompanying proxy statement/prospectus, “New Velo3D” refers to JAWS Spitfire after giving effect to the Domestication and the Business Combination.

At the extraordinary general meeting, JAWS Spitfire shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Business Combination Agreement (and the transactions contemplated thereby), dated as of March 22, 2021 (as amended on July 20, 2021, and as it may be amended and supplemented from time to time, the “Business Combination Agreement”), by and among JAWS Spitfire, Merger Sub and Velo3D, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(a)

On the Closing Date, prior to the time at which the Effective Time occurs, JAWS Spitfire will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which JAWS Spitfire will change its name to “Velo3D, Inc.” ​(“New Velo3D”) (for further details, see “Proposal No. 2 — The Domestication Proposal”).

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(b)

Merger Sub will merge with and into Velo3D (the “Merger”), with Velo3D as the surviving company in the Merger, and after giving effect to such Merger, Velo3D shall be a wholly owned subsidiary of JAWS Spitfire. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding shares and options of Velo3D will be exchanged for shares of New Velo3D Common Stock or comparable options that are exercisable for shares of New Velo3D Common Stock, as applicable, based on an implied equity value of Velo3D of $1.5 billion; (ii) outstanding Velo3D Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock based on the number of shares of New Velo3D Common Stock such holder would have received if it had exercised such warrant immediately prior to the effective time of the Merger; and (iii) outstanding Convertible Notes will remain outstanding and become convertible into shares of New Velo3D Common Stock in accordance with their terms.

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In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, JAWS Spitfire entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and JAWS Spitfire has agreed to issue and sell to the PIPE Investors, an aggregate of 15,500,000 shares of New Velo3D Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $155,000,000 (the “PIPE Financing”). The shares of New Velo3D Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. JAWS Spitfire will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

You will also be asked to consider and vote upon (a) a proposal to approve and adopt the Proposed Governing Documents (as defined below) upon the Domestication (the “Charter Proposal”); (b) on a nonbinding advisory basis, certain material differences between JAWS Spitfire’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the proposed new certificate of incorporation of New Velo3D and the proposed new bylaws of New Velo3D upon the Domestication, copies of which are attached to the accompanying proxy statement/prospectus as Annexes C and D, respectively, which are referred to herein collectively as the “Governing Documents Proposals”; (c) a proposal to approve, for purpose of complying with NYSE Listing Rule 312.03, the issuance of New Velo3D Common Stock in connection with the Business Combination and the PIPE Financing, which is referred to herein as the “NYSE Proposal”; (d) a proposal to approve and adopt the Velo3D, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I, which is referred to herein as the “Incentive Award Plan Proposal”; (e) a proposal to approve and adopt the Velo3D, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex J, which is referred to herein as the “Employee Stock Purchase Plan Proposal”; and (f) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. None of the Governing Documents Proposals, which will be voted upon on a nonbinding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/​prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to JAWS Spitfire shareholders or if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient JAWS Spitfire ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting; (B) in order to solicit additional proxies from JAWS Spitfire shareholders in favor of one or more of the proposals at the extraordinary general meeting; or (C) if JAWS Spitfire shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by JAWS Spitfire from the trust account in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing, equal no less than $350,000,000 after deducting JAWS Spitfire’s unpaid expenses, liabilities, and any amounts paid to JAWS Spitfire shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such aggregate proceeds, the “Aggregate Transaction Proceeds,” and such condition to the consummation of the Business Combination, the “Aggregate Transaction Proceeds Condition”).

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the closing of the Business Combination, including the Subscription Agreements, Transaction Support Agreements, the Sponsor Letter Agreement and the Amended and Restated Registration

 

 

Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of JAWS Spitfire’s public shares (a “public shareholder”) may request that JAWS Spitfire redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), JAWS Spitfire’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Velo3D will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of JAWS Spitfire’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of August 27, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication, and accordingly, it is shares of New Velo3D Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of JAWS Spitfire — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Sponsor and each of Messrs. Andrew Appelbaum and Mark Vallely, and Ms. Serena Williams (collectively, the “initial shareholders”) have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will JAWS Spitfire redeem public shares in an amount that would cause New Velo3D’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the JAWS Spitfire shareholder redemptions.

JAWS Spitfire is providing the accompanying proxy statement/prospectus and accompanying proxy card to JAWS Spitfire’s shareholders in connection with the solicitation of proxies to be voted at the

 

 

extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by JAWS Spitfire’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of JAWS Spitfire’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of JAWS Spitfire has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to JAWS Spitfire’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of JAWS Spitfire, you should keep in mind that JAWS Spitfire’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of JAWS Spitfire’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Governing Documents Proposals are voted upon on a nonbinding advisory basis only.

Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. None of the Governing Documents Proposals, which will be voted upon on a nonbinding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JAWS SPITFIRE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME,

 

 

PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT / WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of JAWS Spitfire’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Barry S. Sternlicht
Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2021 and is first being mailed to shareholders on or about            , 2021.

 

 

JAWS SPITFIRE ACQUISITION CORPORATION
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON        , 2021

TO THE SHAREHOLDERS OF JAWS SPITFIRE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS Spitfire”), will be held at 9:00 am, Eastern Time, on        , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•

Proposal No. 1 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that JAWS Spitfire’s entry into the Business Combination Agreement, dated as of March 22, 2021 (as amended on July 20, 2021, and as it may be amended and supplemented from time to time, the “Business Combination Agreement”), by and among JAWS Spitfire, Merger Sub, and Velo3D, a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de registration of JAWS Spitfire as an exempted company in the Cayman Islands and the continuation and domestication of JAWS Spitfire as a corporation in the State of Delaware with the name “Velo3D, Inc.,” ​(a) Merger Sub will merge with and into Velo3D (the “Merger”), with Velo3D as the surviving company in the Merger, and after giving effect to such Merger, Velo3D shall be a wholly owned subsidiary of JAWS Spitfire and (b) at the Effective Time, (i) outstanding shares and options of Velo3D will be exchanged for shares of New Velo3D Common Stock or comparable options that are exercisable for shares of New Velo3D Common Stock, as applicable, based on an implied equity value of Velo3D of $1.5 billion, (ii) outstanding Velo3D Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock based on the number of shares of New Velo3D Common Stock such holder would have received if it had exercised such warrant immediately prior to the effective time of the Merger and (iii) outstanding Convertible Notes will remain outstanding and become convertible into shares of New Velo3D Common Stock in accordance with their terms; certain related agreements (including the Sponsor Letter Agreement, the Subscription Agreements, the Transaction Support Agreements and the Amended and Restated Registration Rights Agreement, each in the form attached to the proxy statement/prospectus as Annex E, Annex F, Annex H and Annex G, respectively); and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.

​

•

Proposal No. 2 — Domestication Proposal — RESOLVED, as a special resolution, that JAWS Spitfire be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being deregistered in the Cayman Islands, JAWS Spitfire be continued and domesticated as a corporation under the laws of the state of Delaware.

​

•

Proposal No. 3 — Charter Proposal — RESOLVED, as a special resolution, that (i) the Memorandum and Articles of Association of JAWS Spitfire (the “Existing Governing Documents”) be amended and restated by the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws” and, together with the Proposed

​

 

 

Certificate of Incorporation, the “Proposed Governing Documents”) of JAWS Spitfire (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)); (ii) the post-Business Combination corporate name is changed from “JAWS Spitfire Acquisition Corporation” to “Velo3D, Inc.”; and (iii) the authorized share capital be increased from 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share, to 500,000,000 shares of common stock, par value $0.0001 per share, of New Velo3D and 10,000,000 shares of preferred stock, par value $0.0001 per share, of New Velo3D.

•

Governing Documents Proposals — RESOLVED, to consider and vote upon, on a nonbinding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation (such proposals, collectively, the “Governing Documents Proposals”) to approve the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

​

•

Proposal No. 4 — Governing Documents Proposal A —  an amendment to change the authorized share capital of JAWS Spitfire from (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 500,000,000 shares of common stock, par value $0.0001 per share, of New Velo3D and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share, of New Velo3D be approved on a nonbinding advisory basis.

​

•

Proposal No. 5 — Governing Documents Proposal B —  an amendment to authorize the New Velo3D Board to issue any or all shares of New Velo3D Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Velo3D Board and as may be permitted by the Delaware General Corporation Law be approved on a nonbinding advisory basis.

​

•

Proposal No. 6 — Governing Documents Proposal C — an amendment to authorize the removal of the ability of New Velo3D stockholders to take action by written consent in lieu of a meeting be approved on a nonbinding advisory basis.

​

•

Proposal No. 7 — Governing Documents Proposal D — an amendment to authorize the amendment and restatement of the Existing Governing Documents be approved in accordance with the Charter Proposal, (i) changing the post-Business Combination corporate name from “JAWS Spitfire Acquisition Corporation” to “Velo3D, Inc.” as more fully set out in the Charter Proposal (which is expected to occur upon the consummation of the Domestication), (ii) making New Velo3D’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved on a nonbinding advisory basis.

​

•

Proposal No. 8 — The NYSE Proposal — RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of New Velo3D Common Stock in connection with the Business Combination and the PIPE Financing be approved.

​

•

Proposal No. 9 — The Incentive Award Plan Proposal — RESOLVED, as an ordinary resolution, that the Velo3D, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the proxy statement/ prospectus as Annex I, be adopted and approved.

​

•

Proposal No. 10 — The Employee Stock Purchase Plan Proposal — RESOLVED, as an ordinary resolution, that the Velo3D, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved.

​

•

Proposal No. 11 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided

​

 

 

to JAWS Spitfire shareholders or if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient JAWS Spitfire ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting; (B) in order to solicit additional proxies from JAWS Spitfire shareholders in favor of one or more of the proposals at the extraordinary general meeting; or (C) if JAWS Spitfire shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by JAWS Spitfire from the trust account in connection with the Business Combination, together with aggregate gross proceeds from the PIPE Financing, equal no less than $350,000,000 after deducting JAWS Spitfire’s unpaid expenses, liabilities, and any amounts paid to JAWS Spitfire shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting be approved.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. None of the Governing Documents Proposals, which will be voted upon on a non-binding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares of JAWS Spitfire at the close of business on August 27, 2021 are entitled to notice of, and to vote and have their votes counted at, the extraordinary general meeting and any adjournment of the extraordinary general meeting. This proxy statement/prospectus and accompanying proxy card is being provided to JAWS Spitfire’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at, any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of JAWS Spitfire’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 31 of this proxy statement/prospectus.

After careful consideration, the board of directors of JAWS Spitfire has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to JAWS Spitfire’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of JAWS Spitfire, you should keep in mind that JAWS Spitfire’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of JAWS Spitfire’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request of JAWS Spitfire that New Velo3D redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

​

(ii)

submit a written request to Continental, JAWS Spitfire’s transfer agent, in which you (i) request that New Velo3D redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

​

(iii)

deliver your public shares to Continental, JAWS Spitfire’s transfer agent, physically or electronically through The Depository Trust Company.

​

 

 

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on        , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, JAWS Spitfire’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, JAWS Spitfire’s transfer agent, New Velo3D will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of JAWS Spitfire’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of August 27, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication, and accordingly, it is shares of New Velo3D Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of JAWS Spitfire — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The initial shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will JAWS Spitfire redeem public shares in an amount that would cause New Velo3D’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the JAWS Spitfire shareholder redemptions.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands

 

 

law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The Governing Documents Proposals are voted upon on a nonbinding advisory basis only. All shareholders of JAWS Spitfire are cordially invited to attend the extraordinary general meeting in person. To ensure your representation at the extraordinary general meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided.

Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. None of the Governing Documents Proposals, which will be voted upon on a nonbinding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing SPFR.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of JAWS Spitfire Acquisition Corporation,

Barry S. Sternlicht
Chairman of the Board of Directors

           , 2021.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JAWS SPITFIRE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE

 

 

CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF JAWS SPITFIRE — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

TABLE OF CONTENTS

 

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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning JAWS Spitfire, without charge, by written request to JAWS Spitfire Acquisition Corporation, 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, or by telephone request at (305) 695-5500; or from Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing SPFR.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for JAWS Spitfire’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of JAWS Spitfire to be held on      , 2021, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by        , 2021.

MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which Velo3D competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, assumptions made by Velo3D based on such sources and Velo3D’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. These third party sources include the following reports and publications (the “Market and Industry Reports”):

•

Investment Casting Market Size, Share & Trends Analysis Report By Application (Aerospace & Defense, Energy Technology), By Region (North America, Europe, APAC, Central & South America, MEA), And Segment Forecasts, 2020 – 2027, October 2020

​

•

Market Research Future, Global Metal Forging Market, February 2021

​

•

Technavio, Metal Machining Market by End-user and Geography 2020 – 2024, 2020

​

•

ResearchAndMarkets.com, Braze Alloys – Global Market Trajectory & Analytics, April 2021

​

•

SmarTech Analysis, Q3 2020 Market Report

​

The industry in which Velo3D operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Velo3D’s Business and New Velo3D following the Business Combination” and elsewhere in this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•

“Articles of Association” are to the amended and restated articles of association of JAWS Spitfire;

​

•

“Business Combination” are to the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

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iii

 

•

“Business Combination Agreement” are to that certain Business Combination Agreement, dated March 22, 2021, by and among JAWS Spitfire, Merger Sub and Velo3D, as amended on July 20, 2021, and as it may be amended and supplemented from time to time;

​

•

“Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

​

•

“Charter Proposal” are to Proposal No. 3 to approve the Proposed Certificate of Incorporation of JAWS Spitfire.

​

•

“Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of JAWS Spitfire, which will automatically convert, on a one-for-one basis, into shares of New Velo3D Common Stock in connection with the Domestication;

​

•

“Class B ordinary shares” or “Founder Shares” are to the 8,625,000 Class B ordinary shares, par value $0.0001 per share, of JAWS Spitfire outstanding as of the date of this proxy statement/​prospectus that were initially issued to our Sponsor in a private placement prior to our initial public offering and of which 50,000 shares were transferred to Messrs. Appelbaum and Vallely (25,000 shares each) in November 2020, and 25,000 shares were transferred to Ms. Williams in December 2020, and, in connection with the Domestication, will automatically convert, on a one-for-one basis, into shares of New Velo3D Common Stock;

​

•

“Closing” are to the closing of the Business Combination;

​

•

“Closing Date” are to that date that is in no event later than the third business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal — Conditions to Closing of the Business Combination,” ​(other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as JAWS Spitfire and Velo3D may agree in writing;

​

•

“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal, collectively;

​

•

“Continental” are to Continental Stock Transfer & Trust Company;

​

•

“Convertible Notes” are to the Convertible Promissory Notes by and between certain holders thereof and Velo3D dated January 5, 2021;

​

•

“Domestication” are to the transfer by way of continuation and deregistration of JAWS Spitfire from the Cayman Islands and the continuation and domestication of JAWS Spitfire as a corporation incorporated in the State of Delaware;

​

•

“Effective Time” are to the time at which the Merger becomes effective;

​

•

“Equity Incentive Plan” are to the Velo3D, Inc. 2021 Equity Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Award Plan Proposal;

​

•

“ESPP” are to the New Velo3D 2021 Employee Stock Purchase Plan to be considered for adoption and approval by the shareholders pursuant to the Employee Stock Purchase Plan Proposal;

​

•

“extraordinary general meeting” are to the extraordinary general meeting of JAWS Spitfire at 9:00 a.m., Eastern Time, on        , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding the novel coronavirus or COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the Internet.

​

•

“Existing Governing Documents” are to the Memorandum of Association and the Articles of Association;

​

•

“initial public offering” are to JAWS Spitfire’s initial public offering that was consummated on December 7, 2020;

​

 

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•

“initial shareholders” are to Sponsor and each of Messrs. Appelbaum and Vallely and Ms. Williams;

​

•

“JAWS Spitfire,” “we,” “us” or “our” are to JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company, prior to the consummation of the Business Combination;

​

•

“JAWS Spitfire Acquisition Proposal” means (a) any transaction or series of related transactions under which JAWS Spitfire or any of its controlled affiliates, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets or businesses of any other Persons(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise); or (b) any equity, debt or similar investment in JAWS Spitfire or any of its controlled affiliates;

​

•

“JAWS Spitfire Board” are to JAWS Spitfire board of directors;

​

•

“Memorandum of Association” are to the amended and restated memorandum of association of JAWS Spitfire;

​

•

“Merger” are to the merger of Merger Sub with and into Velo3D pursuant to the Business Combination Agreement, with Velo3D as the surviving company in the Merger, and after giving effect to such Merger, Velo3D becoming a wholly owned subsidiary of JAWS Spitfire;

​

•

“Merger Sub” are to Spitfire Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of JAWS Spitfire prior to the consummation of the Business Combination;

​

•

“New Velo3D” are to Velo3D, Inc. (f/k/a JAWS Spitfire Acquisition Corporation) upon and after the Domestication;

​

•

“New Velo3D Board” are to the board of directors of New Velo3D;

​

•

“New Velo3D Common Stock” are to the common stock, par value $0.0001 per share, of New Velo3D;

​

•

“NYSE” are to the New York Stock Exchange;

​

•

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

​

•

“PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 15,500,000 shares of New Velo3D Common Stock for an aggregate purchase price of $155,000,000 to be consummated in connection with Closing;

​

•

“PIPE Investors” are to the investors that have signed the Subscription Agreements;

​

•

“private placement warrants” are to the 4,450,000 private placement warrants outstanding as of the date of this proxy statement/prospectus that were issued to our Sponsor simultaneously with the closing of the initial public offering in a private placement at a price of $2.00 per warrant. Each Private Placement Warrant is exercisable for one Class A ordinary share of JAWS Spitfire at a price of $11.50;

​

•

“pro forma” are to giving pro forma effect to the Business Combination, including the Merger and the PIPE Financing;

​

•

“Proposed Bylaws” are to the proposed bylaws of New Velo3D to be effective upon the Domestication attached to this proxy statement/prospectus as Annex D;

​

•

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Velo3D to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C;

​

•

“Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

​

•

“public shareholders” are to holders of public shares, whether acquired in JAWS Spitfire’s initial public offering or acquired in the secondary market;

​

•

“public shares” are to the currently outstanding 34,500,000 Class A ordinary shares of JAWS Spitfire, whether acquired in JAWS Spitfire’s initial public offering or acquired in the secondary market;

​

 

v

 

•

“public warrants” are to the currently outstanding 8,625,000 redeemable warrants to purchase Class A ordinary shares of JAWS Spitfire that were issued by JAWS Spitfire in its initial public offering;

​

•

“redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;

​

•

“SEC” are to the Securities and Exchange Commission;

​

•

“Securities Act” are to the Securities Act of 1933, as amended;

​

•

“Sponsor” are to Spitfire Sponsor LLC, a Delaware limited liability company;

​

•

“Subscription Agreements” are to the subscription agreements, entered into by JAWS Spitfire and each of the PIPE Investors in connection with the PIPE Financing;

​

•

“transfer agent” are to Continental, JAWS Spitfire’s transfer agent;

​

•

“trust account” are to the trust account established at the consummation of JAWS Spitfire’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

​

•

“units” are to the units of JAWS Spitfire, each unit representing one Class A ordinary share and one-fourth of one warrant to acquire one Class A ordinary share, that were offered and sold by JAWS Spitfire in its initial public offering and in its concurrent private placement;

​

•

“Velo3D” are to Velo3D, Inc., a Delaware corporation, prior to the consummation of the Business Combination;

​

•

“Velo3D Acquisition Proposal” are to (a) any transaction or series of related transactions under which any person(s), directly or indirectly, (i) acquires or otherwise purchases Velo3D or any of its controlled affiliates or (ii) all or a material portion of assets or businesses of Velo3D or any of its controlled affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise); or (b) any equity or similar investment in Velo3D or any of its controlled affiliates (subject to exceptions to the PIPE Financing or the issuance of the applicable class of shares of capital stock of Velo3D upon the exercise or conversion of any outstanding Velo3D equity awards);

​

•

“Velo3D Warrants” are to outstanding warrants of Velo3D; and

​

•

“warrants” are to the public warrants and the private placement warrants.

​

 

vi

 

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF JAWS SPITFIRE

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to JAWS Spitfire’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in its entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 9:00 a.m., Eastern Time, on      , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

JAWS Spitfire shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date and prior to the Effective Time, (i) JAWS Spitfire will be renamed “Velo3D, Inc.”; (ii) outstanding shares and options of Velo3D will be exchanged for shares of New Velo3D Common Stock or comparable options that are exercisable for shares of New Velo3D Common Stock, as applicable, based on an implied equity value of Velo3D of $1.5 billion; (iii) outstanding Velo3D Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock based on the number of shares of New Velo3D Common Stock such holder would have received if it had exercised such warrant immediately prior to the effective time of the Merger; and (iv) outstanding Convertible Notes will remain outstanding and become convertible into shares of New Velo3D Common Stock in accordance with their terms. See “Business Combination Proposal.”

​

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the NYSE Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Governing Documents Proposals are voted upon on a nonbinding advisory basis only.

In connection with the Domestication, on the Closing Date and prior to the Effective Time, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of JAWS Spitfire will convert automatically by operation of law, on a one-for-one basis, into shares of New Velo3D Common Stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of JAWS Spitfire will automatically represent the right to purchase one share of New Velo3D Common Stock at an exercise price of $11.50 per share of New Velo3D Common Stock on the terms and conditions set forth in the warrant agreement; and (iii) each issued and outstanding unit of JAWS Spitfire that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Velo3D Common Stock and one-fourth of one warrant to acquire one share of New Velo3D Common Stock. The Proposed Governing Documents will be appropriately adjusted to give effect

 

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to any amendments contemplated by the Proposed Governing Documents that are not adopted and approved by the JAWS Spitfire shareholders. In connection with clause (i) and (ii), each issued and outstanding unit of JAWS Spitfire that has not previous been previously separated into the underlying Class A ordinary shares of JAWS Spitfire and underlying JAWS Spitfire warrants prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Velo3D Common Stock and one-fourth of one warrant representing the right to purchase one share of New Velo3D Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the JAWS Spitfire warrant agreement. See “Domestication Proposal.”

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of JAWS Spitfire?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:

What proposals are shareholders of JAWS Spitfire being asked to vote upon?

​

A:

At the extraordinary general meeting, JAWS Spitfire is asking holders of its ordinary shares to consider and vote upon separate proposals, as follows:

​

•

a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby;

​

•

a proposal to approve by special resolution the Domestication;

​

•

a proposal to approve by way of special resolution the amendment and restatement of the Existing Governing Documents with the Proposed Governing Documents;

​

•

a proposal to approve, on a nonbinding advisory basis, each of the Governing Documents Proposals and thereby (i) authorize changes to authorized shares of capital stock, (ii) authorize the JAWS Spitfire Board to make issuances of preferred stock, (iii) adopt Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act, and (iv) approve other changes to be made in connection with the adoption of Governing Documents. A copy of the Proposed Certificate of Incorporation and Proposed Bylaws is attached to this proxy statement/prospectus as Annex C and D, respectively;

​

•

to authorize the New Velo3D Board to issue any or all shares of New Velo3D Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Velo3D Board and as may be permitted by the DGCL;

​

•

to authorize the removal of the ability of New Velo3D stockholders to take action by written consent in lieu of a meeting; and

​

•

to authorize by way of special resolution, consequential upon the Domestication, the amendment and restatement of the Existing Governing Documents and authorize all other changes necessary or, as mutually agreed in good faith by JAWS Spitfire and Velo3D, desirable in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication;

​

•

a proposal to approve by ordinary resolution shares of New Velo3D Common Stock in connection with the Business Combination and the PIPE Financing in compliance with the NYSE listing requirements;

​

•

a proposal to approve and adopt by ordinary resolution the Equity Incentive Plan;

​

•

a proposal to approve and adopt by ordinary resolution the ESPP; and

​

•

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of

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proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Governing Documents Proposals,” “The NYSE Proposal,” “Incentive Award Plan Proposal,” “Employee Stock Purchase Plan Proposal” and “Adjournment Proposal.”

JAWS Spitfire will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of JAWS Spitfire should read it carefully.

After careful consideration, the JAWS Spitfire Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Governing Documents Proposals, the NYSE Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are in the best interests of JAWS Spitfire and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of JAWS Spitfire’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of JAWS Spitfire and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, JAWS Spitfire’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of JAWS Spitfire’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:

Why is JAWS Spitfire proposing the Business Combination?

​

A:

JAWS Spitfire is a blank check company incorporated on September 11, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although JAWS Spitfire may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination, JAWS Spitfire has focused on prospective targets in the consumer technology industry and related technology industries that have attractive growth-oriented characteristics and strong underlying demand drivers with either all or a substantial portion of their activities in North America and/or Europe. JAWS Spitfire is not permitted under its Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations.

​

JAWS Spitfire has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. JAWS Spitfire has sought to acquire companies that are growth-oriented, market-leading companies within their industries; that have a strong and competitive industry position, with demonstrated competitive advantages to maintain barriers to entry; that would benefit from the network and managerial expertise that JAWS Spitfire has that are fundamentally sound companies that are underperforming their potential; that exhibit unrecognized value; and that can benefit from being publicly traded.

Based on its due diligence investigations of Velo3D and the industry in which Velo3D operates, including the financial and other information provided by Velo3D in the course of negotiations, the JAWS Spitfire Board believes that Velo3D meets the criteria and guidelines listed above. However, there is no assurance of this. See “Business Combination Proposal — The JAWS Spitfire Board’s Reasons for the Business Combination.”

 

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Although the JAWS Spitfire Board believes that the Business Combination with Velo3D presents a unique business combination opportunity and is in the best interests of JAWS Spitfire and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The JAWS Spitfire Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to JAWS Spitfire’s Business and to New Velo3D’s Business following the Business Combination.”

Q:

Did the JAWS Spitfire Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

No. The JAWS Spitfire Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, JAWS Spitfire’s management, the members of the JAWS Spitfire Board and the other representatives of JAWS Spitfire have substantial experience in evaluating the operating and financial merits of companies similar to Velo3D and reviewed certain financial information of Velo3D and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of JAWS Spitfire’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the JAWS Spitfire Board in valuing Velo3D’s business and assuming the risk that the JAWS Spitfire Board may not have properly valued such business.

​

Q:

What will Velo3D’s equityholders receive in return for the Business Combination with JAWS Spitfire?

​

A:

On the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Velo3D, with Velo3D as the surviving company in the Merger, and after giving effect to such Merger, Velo3D shall be a wholly owned subsidiary of JAWS Spitfire. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding shares and options of Velo3D will be exchanged for shares of New Velo3D Common Stock or comparable options that are exercisable for shares of New Velo3D Common Stock, as applicable, based on an implied equity value of Velo3D of $1.5 billion; (ii) outstanding Velo3D Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock based on the number of shares of New Velo3D Common Stock such holder would have received if it had exercised such warrant immediately prior to the effective time of the Merger; and (iii) outstanding Convertible Notes will remain outstanding and become convertible into shares of New Velo3D Common Stock in accordance with their terms.

​

Q:

How will the combined company be managed following the Business Combination?

​

A:

Following the Closing, it is expected that the current management of Velo3D will become the management of New Velo3D, and the New Velo3D Board will initially consist of up to twelve directors through a transition period not to last longer than six months following the consummation of the Business Combination, which will be divided into three classes (Class I, II and III) with each class consisting of four directors. Following this transition period, the New Velo3D Board will consist of nine directors. Pursuant to the Business Combination Agreement, the New Velo3D Board will consist of (i) Matthew Walters, (ii) two individuals designated by Velo3D, and (iii) six individuals designated by Velo3D in consultation with JAWS Spitfire, who will serve as independent directors. Please see the section entitled “Management of New Velo3D following the Business Combination” for further information.

​

Q:

What is the PIPE Financing?

​

A:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, JAWS Spitfire entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and JAWS Spitfire has agreed to issue and sell to the PIPE Investors, an aggregate of 15,500,000 shares of New Velo3D Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $155,000,000 (the “PIPE Financing”). The shares of New Velo3D Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. JAWS Spitfire will grant the PIPE

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Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

Q:

What equity stake will current JAWS Spitfire shareholders and current equityholders of Velo3D hold in New Velo3D immediately after the consummation of the Business Combination?

​

A:

As of the date of this proxy statement/prospectus, there are (i) 34,500,000 Class A ordinary shares outstanding and (ii) 8,625,000 Class B ordinary shares outstanding held by JAWS Spitfire’s initial shareholders. As of the date of this proxy statement/prospectus, there is outstanding 4,450,000 private placement warrants held by Sponsor and 8,625,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Velo3D Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of JAWS Spitfire’s outstanding public shares are redeemed in connection with the Business Combination), JAWS Spitfire’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 56,200,000 ordinary shares.

​

The following table illustrates varying ownership levels in New Velo3D Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 137,963,713 shares of New Velo3D Common Stock are issued to the holders of shares of common stock of Velo3D at Closing (including the holders of Velo3D warrants that will settle and terminate pursuant to their terms prior to completion of the Business Combination and the holders of preferred stock of Velo3D that will convert to shares of common stock of Velo3D pursuant to their terms prior to completion of the Business Combination), which would be the number of shares of New Velo3D Common Stock issued to these holders if Closing were to occur on August 27, 2021; (ii) 15,500,000 shares of New Velo3D Common Stock are issued in the PIPE Financing; (iii) no public warrants or private placement warrants to purchase New Velo3D Common Stock that will be outstanding immediately following Closing have been exercised; (iv) no vested and unvested options to purchase shares of New Velo3D Common Stock that will be held by equity holders of Velo3D immediately following the Closing have been exercised; (v) no Velo3D Warrants (other than those that will settle and terminate pursuant to their terms prior to completion of the Business Combination) will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock; and (vi) no Convertible Notes will convert into shares of New Velo3D Common Stock. If the actual facts are different than these assumptions, the ownership percentages in New Velo3D will be different.

Pursuant to the Business Combination Agreement, the consideration to be received by the Velo3D equityholders in connection with the Business Combination will be an aggregate number of shares of New Velo3D Common Stock equal to (i) $1,500.0 million plus $5.0 million, which reflects the estimated aggregate exercise price of all vested options of Velo3D at the consummation of the Business Combination if such options were exercised in full (in each case, subject to certain downward adjustments set forth in the Business Combination Agreement), divided by (ii) $10.00.

(1)

Assumes that all of JAWS Spitfire’s outstanding public shares are redeemed in connection with the Business Combination.

​

(2)

Includes 8,625,000 shares held by the Initial Shareholders originally acquired prior to or in connection

​

 

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with JAWS Spitfire’s initial public offering (including 25,000 shares held by each of Andy Appelbaum, Mark Vallely and Serena Williams).

(3)

Represents shares of common stock of Velo3D that will be converted to shares of New Velo3D Common Stock in connection with the Business Combination.

​

For further details, see “Business Combination Proposal — Consideration to Velo3D Equityholders in the Business Combination.”

Q:

Why is JAWS Spitfire proposing the Domestication?

​

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the Delaware General Corporation Law (the “DGCL”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of JAWS Spitfire and its shareholders, including (i) the prominence, predictability and flexibility of the DGCL; (ii) Delaware’s well-established principles of corporate governance; and (iii) the increased ability for Delaware corporations to attract and retain qualified directors; each of the foregoing is discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

​

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal and the Charter Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions will be considered present for the purpose of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the extraordinary general meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law. However, the NYSE requires that for the proposals to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this NYSE requirement, abstentions will count as a vote “AGAINST” each of the proposals.

Q:

What amendments will be made to the current constitutional documents of JAWS Spitfire?

​

A:

The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, JAWS Spitfire’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace JAWS Spitfire’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

​

 

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​

Q:

How will the Domestication affect my ordinary shares, warrants and units?

​

A:

In connection with the Domestication, on the Closing Date and prior to the Effective Time, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of JAWS Spitfire will convert automatically by operation of law, on a one-for-one basis, into shares of New Velo3D Common Stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of JAWS Spitfire will automatically represent the right to purchase one share of New Velo3D Common Stock at an exercise price of $11.50 per share of New Velo3D Common Stock on the terms and conditions set forth in the warrant agreement; and (iii) each issued and outstanding unit of JAWS Spitfire that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Velo3D Common Stock and one-fourth of one warrant to acquire one share of New Velo3D Common Stock. See “Domestication Proposal.”

​

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding shares and options of Velo3D will be exchanged for shares of New Velo3D Common Stock or comparable options that are exercisable for shares of New Velo3D Common Stock, as applicable, based on an implied equity value of Velo3D of $1.5 billion; (ii) outstanding Velo3D Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Velo3D Common Stock based on the number of shares of New Velo3D Common Stock such holder would have received if it had exercised such warrant immediately prior to the effective time of the Merger; and (iii) outstanding Convertible Notes will remain outstanding and become convertible into shares of New Velo3D Common Stock in accordance with their terms.

Q:

What are the U.S. federal income tax consequences of the Domestication?

​

A:

As discussed more fully under the section entitled “Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire Shareholders” below, the Domestication generally should constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence

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of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets, such as JAWS Spitfire, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of JAWS Spitfire public shares will be subject to Section 367(b) of the Code, and as a result:

•

a U.S. Holder of JAWS Spitfire public shares whose JAWS Spitfire public shares have a fair market value of less than $50,000 on the date of the Domestication who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of JAWS Spitfire public shares entitled to vote and less than 10% of the total value of all classes of JAWS Spitfire public shares will generally not recognize any gain or loss and will generally not be required to include any part of JAWS Spitfire’s earnings in income pursuant to the Domestication;

​

•

a U.S. Holder of JAWS Spitfire public shares whose JAWS Spitfire public shares have a fair market value of $50,000 or more on the date of the Domestication who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of JAWS Spitfire public shares entitled to vote and less than 10% of the total value of all classes of JAWS Spitfire public shares will generally recognize gain (but not loss) on the exchange of JAWS Spitfire public shares for shares in New Velo3D (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, any such U.S. Holder may file an election to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to such holder’s JAWS Spitfire public shares, provided certain other requirements are satisfied. JAWS Spitfire does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

​

•

a U.S. Holder of JAWS Spitfire public shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of JAWS Spitfire public shares entitled to vote or 10% or more of the total value of all classes of JAWS Spitfire public shares will generally be required to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its JAWS Spitfire public shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. JAWS Spitfire does not expect to have significant cumulative earnings and profits on the date of the Domestication.

​

In the case of a transaction, such as the Domestication, that should qualify as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of JAWS Spitfire public shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its JAWS Spitfire public shares or public warrants for the common stock or warrants of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging public warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding JAWS Spitfire public shares or public warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because JAWS Spitfire is a blank check company with no current active business, we believe that JAWS Spitfire likely is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of JAWS Spitfire public shares or public warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of the Delaware corporation pursuant to the Domestication, unless, in the case of only common stock, such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s public shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of JAWS Spitfire. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under

 

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Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire Shareholders — U.S. Holders — PFIC Considerations.”

For a description of the tax consequences for shareholders exercising redemption rights in connection with the Business Combination, see the sections entitled “Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and “Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s New Velo3D Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to public warrants, see “Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire Shareholders.”

Q:

Do I have redemption rights?

​

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

​

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The initial shareholders have agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:

How do I exercise my redemption rights?

​

A:

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, JAWS Spitfire’s public shareholders may request that JAWS Spitfire redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

​

(i)

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

​

(ii)

submit a written request to Continental, JAWS Spitfire’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

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(iii)

deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

​

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on       , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, JAWS Spitfire’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct it to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of August 27, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to JAWS Spitfire unless the of JAWS Spitfire Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s share certificate (if any) and other redemption forms have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the share certificates for the public shares (if any), along with the redemption forms, are delivered as described above, then if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication, and accordingly, it is shares of New Velo3D Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units

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xvii

 

registered in your own name, you must contact Continental, our transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time,        , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of New Velo3D Common Stock will generally be treated as selling such shares of New Velo3D Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of New Velo3D Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

​

Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will take into account the potential tax consequences of Section 367(b) of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

​

A:

Following the closing of our initial public offering, an amount equal to $345,000,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement warrants was placed in the trust account. As of August 27, 2021, funds in the trust account totaled approximately $             and were held in U.S. treasury securities. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by December 7, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

​

If our Business Combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our Business Combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of New Velo3D, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q:

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

​

A:

Our public shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights, although redemption is only available if the Business Combination is consummated. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders. In no event will JAWS Spitfire redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the

​

 

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Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the JAWS Spitfire shareholder redemptions.

Additionally, as a result of redemptions, the trading market for the New Velo3D Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination, and we may not be able to meet the listing standards for the NYSE or another national securities exchange.

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) JAWS Spitfire having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the JAWS Spitfire shareholder redemptions; (iv) the Aggregate Transaction Proceeds Condition being satisfied; (v) the approval by the NYSE of our initial listing application in connection with the Business Combination; (vi) the consent of the preferred shareholders of Velo3D and the conversion of Velo3D preferred shares into Velo3D common stock; and (vii) the consummation of the Domestication. For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

​

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently expected that the Business Combination will be consummated in the second half of 2021. This date depends, among other things, on the approval of the proposals to be put to JAWS Spitfire shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to JAWS Spitfire shareholders or if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient JAWS Spitfire ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting; (B) in order to solicit additional proxies from JAWS Spitfire shareholders in favor of one or more of the proposals at the extraordinary general meeting; or (C) if JAWS Spitfire shareholders redeem an amount of public shares such that the Aggregate Transaction Proceeds Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

​

Q:

What happens if the Business Combination is not consummated?

​

A:

JAWS Spitfire will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If JAWS Spitfire is not able to consummate the Business Combination with Velo3D nor able to complete another business combination by December 7, 2022, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our

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board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

​

A:

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

​

Q:

What do I need to do now?

​

A:

We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in its entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

How do I vote?

​

A:

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on August 27, 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to JAWS Spitfire shareholders that hold their shares in registered form and are registered as shareholders in JAWS Spitfire’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting.

​

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the extraordinary general meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law. However, the NYSE requires that for the proposals to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this NYSE requirement, abstentions will count as a vote “AGAINST” each of the proposals.

​

Q:

When and where will the extraordinary general meeting be held?

​

A:

The extraordinary general meeting will be held at 9:00 a.m., Eastern Time, on        , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the Internet. Only shareholders who held ordinary shares of JAWS Spitfire at the close of business on the Record Date will be entitled to vote at the extraordinary general meeting.

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Q:

What impact will the COVID-19 Pandemic have on the Business Combination?

​

A:

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of JAWS Spitfire and Velo3D, and there is no guarantee that efforts by JAWS Spitfire and Velo3D to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If JAWS Spitfire or Velo3D are unable to recover from a business disruption on a timely basis, the Business Combination and New Velo3D’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of JAWS Spitfire and Velo3D may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

​

Q:

Who is entitled to vote at the extraordinary general meeting?

​

A:

We have fixed August 27, 2021 as the record date for the extraordinary general meeting. If you were a shareholder of JAWS Spitfire at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

​

Q:

How many votes do I have?

​

A:

JAWS Spitfire shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 43,125,000 ordinary shares issued and outstanding, of which 34,500,000 were issued and outstanding public shares.

​

Q:

What constitutes a quorum?

​

A:

A quorum of JAWS Spitfire shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 21,562,500 ordinary shares would be required to achieve a quorum.

​

Q:

What vote is required to approve each proposal at the extraordinary general meeting?

​

A:

The following votes are required for each proposal at the extraordinary general meeting:

​

(i)

Business Combination Proposal: The Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

(ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

(iii)

Charter Proposal: The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

(iv)

Governing Documents Proposals: Each of the Governing Documents Proposals will be voted upon on a nonbinding advisory basis only.

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xxi

 

(v)

The NYSE Proposal: The NYSE Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

(vi)

Incentive Award Plan Proposal: The Incentive Award Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

(vii)

Employee Stock Purchase Plan Proposal: The Employee Stock Purchase Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

(viii)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

​

As of the record date, JAWS Spitfire had 43,125,000 ordinary shares issued and outstanding. JAWS Spitfire shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date.

Q:

Why is JAWS Spitfire proposing the Governing Documents Proposals?

​

A:

JAWS Spitfire is requesting that its shareholders vote upon, on a nonbinding advisory basis, proposals to approve certain governance provisions contained in the Proposed Certificate of Incorporation that materially affect shareholder rights. This separate vote is not required by Cayman Islands law separate and apart from the Charter Proposal, but pursuant to SEC guidance, JAWS Spitfire is required to submit these provisions to its shareholders separately for approval. However, the shareholder vote regarding this proposal is an advisory vote and is not binding on JAWS Spitfire and the JAWS Spitfire Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governing Documents Proposals (separate and apart from approval of the Charter Proposal). Please see the section entitled “Governing Documents Proposals” for additional information.

​

Q:

What are the recommendations of the JAWS Spitfire Board?

​

A:

The JAWS Spitfire Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of JAWS Spitfire and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

​

The existence of financial and personal interests of one or more of JAWS Spitfire’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of JAWS Spitfire and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, JAWS Spitfire’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of JAWS Spitfire’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:

How do the Sponsor and the other initial shareholders intend to vote their shares?

​

A:

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in

​

 

xxii

 

accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, our initial shareholders own approximately 20% of the issued and outstanding ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our initial shareholders, Velo3D and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, Velo3D and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) each of the Domestication Proposal and the Charter Proposal is approved by the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting; (ii) each of the Business Combination Proposal, the NYSE Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal is approved by the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting; (iii) otherwise limit the number of public shares electing to redeem; and (iv) New Velo3D’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) be at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the JAWS Spitfire shareholder redemptions.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:

What happens if I sell my JAWS Spitfire ordinary shares before the extraordinary general meeting?

​

A:

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

​

 

xxiii

 

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. Shareholders may send a later-dated, signed proxy card to our Chief Financial Officer at our address set forth below so that it is received by our Chief Financial Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on        , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our Chief Financial Officer, which notice must be received by our general counsel prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

​

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

​

A:

If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New Velo3D. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of JAWS Spitfire. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

​

Q:

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

​

A:

JAWS Spitfire will pay the cost of soliciting proxies for the extraordinary general meeting. JAWS Spitfire has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. JAWS Spitfire has agreed to pay Morrow a fee of $35,000 , plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. JAWS Spitfire will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. JAWS Spitfire’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

Where can I find the voting results of the extraordinary general meeting?

​

A:

The preliminary voting results will be announced at the extraordinary general meeting. JAWS Spitfire will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

​

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
Email: SPFR.info@investor.morrowsodali.com

 

xxiv

 

You also may obtain additional information about JAWS Spitfire from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, JAWS Spitfire’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

 

xxv

 

1

 

2

 

3

 

4

 

5

 

6

 

​

7

 

8

 

9

 

​

​

​

Share Ownership in New Velo3D

​

​

​

​

No Redemptions Percentage of Outstanding Shares

​

​

Maximum Redemptions(1) Percentage of Outstanding Shares

​

JAWS Spitfire public shareholders

​

​

​

​

17.5%

​

​

​

​

​

12.1%

​

​

PIPE Investors

​

​

​

​

7.9%

​

​

​

​

​

8.4%

​

​

Sponsor and our initial shareholders(2)

​

​

​

​

4.4%

​

​

​

​

​

4.7%

​

​

Existing Velo3D Stockholders(3)

​

​

​

​

70.2%

​

​

​

​

​

74.8%

​

​

10

 

​

11

 

12

 

​

13

 

14

 

15

 

Sources of Funds(1)

​

​

Uses(1)

​

JAWS Spitfire Cash Held in Trust(2)

​

​

​

$

345

​

​

​

Cash Consideration to Balance Sheet

​

​

​

$

459

​

​

PIPE Financing

​

​

​

​

155

​

​

​

Transaction Fees and Expenses(3)

​

​

​

​

41

​

​

Total Sources

​

​

​

$

500

​

​

​

Total Uses

​

​

​

$

500

​

​

Sources of Funds(1)

​

​

Uses(1)

​

JAWS Spitfire Cash Held in Trust(2)

​

​

​

$

345

​

​

​

Cash Consideration to Balance Sheet

​

​

​

$

334

​

​

PIPE Financing

​

​

​

​

155

​

​

​

Transaction Fees and Expenses(3)

​

​

​

​

41

​

​

​

​

​

​

​

​

​

​

​

Shareholder Redemptions(4)

​

​

​

​

125

​

​

Total Sources

​

​

​

$

500

​

​

​

Total Uses

​

​

​

$

500

​

​

​

16

 

17

 

18

 

19

 

​

20

 

​

21

 

​

​

​

Six months ended June 30

​

​

Year ended December 31,

​

(in thousands)

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

Revenue

​

​

​

$

8,318

​

​

​

​

$

9,960

​

​

​

​

$

18,975

​

​

​

​

$

15,223

​

​

Cost of revenue

​

​

​

​

6,524

​

​

​

​

​

6,455

​

​

​

​

​

12,608

​

​

​

​

​

10,393

​

​

Gross profit (loss)

​

​

​

​

1,794

​

​

​

​

​

3,505

​

​

​

​

​

6,367

​

​

​

​

​

4,830

​

​

Operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

​

​

​

11,094

​

​

​

​

​

6,874

​

​

​

​

​

14,188

​

​

​

​

​

14,593

​

​

Selling and marketing

​

​

​

​

4,360

​

​

​

​

​

2,875

​

​

​

​

​

7,004

​

​

​

​

​

8,600

​

​

General and administrative

​

​

​

​

10,004

​

​

​

​

​

4,128

​

​

​

​

​

6,382

​

​

​

​

​

6,929

​

​

Total operating expenses

​

​

​

​

25,458

​

​

​

​

​

13,877

​

​

​

​

​

27,574

​

​

​

​

​

30,122

​

​

Loss from operations

​

​

​

​

(23,664)

​

​

​

​

​

(10,372)

​

​

​

​

​

(21,207)

​

​

​

​

​

(25,292)

​

​

Interest expense

​

​

​

​

(644)

​

​

​

​

​

(152)

​

​

​

​

​

(639)

​

​

​

​

​

(605)

​

​

Other income (expense), net

​

​

​

​

(1,778)

​

​

​

​

​

40

​

​

​

​

​

39

​

​

​

​

​

219

​

​

Loss before provision for income taxes

​

​

​

​

(26,086)

​

​

​

​

​

(10,484)

​

​

​

​

​

(21,807)

​

​

​

​

​

(25,678)

​

​

Provision for income taxes

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net loss and comprehensive loss

​

​

​

​

(26,086)

​

​

​

​

​

(10,484)

​

​

​

​

​

(21,807)

​

​

​

​

​

(25,678)

​

​

​

​

​

As of June 30,

​

​

As of December 31,

​

(in thousands)

​

​

2021

​

​

2020

​

​

2019

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

11,948

​

​

​

​

$

15,517

​

​

​

​

$

9,815

​

​

Total assets

​

​

​

​

40,233

​

​

​

​

​

32,691

​

​

​

​

​

21,633

​

​

Total debt

​

​

​

​

18,883

​

​

​

​

​

8,003

​

​

​

​

​

6,128

​

​

Total liabilities

​

​

​

​

48,943

​

​

​

​

​

16,808

​

​

​

​

​

20,598

​

​

Total redeemable convertible preferred stock

​

​

​

​

123,704

​

​

​

​

​

123,704

​

​

​

​

​

101,858

​

​

Total stockholders’ deficit

​

​

​

$

(132,414)

​

​

​

​

$

(107,821)

​

​

​

​

$

(100,823)

​

​

22

 

​

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

​

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

​

​

​

In thousands

​

​

As a percentage of revenue

​

​

In thousands

​

​

As a percentage of revenue

​

​

In thousands

​

​

As a percentage of revenue

​

​

In thousands

​

​

As a percentage of revenue

​

Revenue

​

​

​

$

8,318

​

​

​

​

​

100.0%

​

​

​

​

$

9,960

​

​

​

​

​

100.0%

​

​

​

​

$

18,975

​

​

​

​

​

100.0%

​

​

​

​

$

15,223

​

​

​

​

​

100.0%

​

​

Net loss

​

​

​

​

(26,086)

​

​

​

​

​

(313.6)%

​

​

​

​

​

(10,484)

​

​

​

​

​

(105.3)%

​

​

​

​

​

(21,807)

​

​

​

​

​

(114.9)%

​

​

​

​

​

(25,678)

​

​

​

​

​

(168.7)%

​

​

Interest expense

​

​

​

​

644

​

​

​

​

​

7.7%

​

​

​

​

​

152

​

​

​

​

​

1.5%

​

​

​

​

​

639

​

​

​

​

​

3.4%

​

​

​

​

​

605

​

​

​

​

​

4.0%

​

​

Tax expense

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

Depreciation and amortization

​

​

​

​

692

​

​

​

​

​

8.3%

​

​

​

​

​

529

​

​

​

​

​

5.3%

​

​

​

​

​

1,240

​

​

​

​

​

6.5%

​

​

​

​

​

1,138

​

​

​

​

​

7.5%

​

​

EBITDA

​

​

​

$

(24,750)

​

​

​

​

​

(297.5)%

​

​

​

​

$

(9,803)

​

​

​

​

​

(98.4)%

​

​

​

​

$

(19,928)

​

​

​

​

​

(105.0)%

​

​

​

​

$

(23,935)

​

​

​

​

​

(157.2)%

​

​

Stock based compensation

​

​

​

​

1,075

​

​

​

​

​

12.9%

​

​

​

​

​

777

​

​

​

​

​

7.8%

​

​

​

​

​

1,455

​

​

​

​

​

7.7%

​

​

​

​

​

1,472

​

​

​

​

​

9.7%

​

​

Change in fair value of warrant liabilities

​

​

​

​

1,741

​

​

​

​

​

20.9%

​

​

​

​

​

(7)

​

​

​

​

​

(0.1)%

​

​

​

​

​

(3)

​

​

​

​

​

(0.0)%

​

​

​

​

​

(5)

​

​

​

​

​

(0.0)%

​

​

Adjusted EBITDA

​

​

​

$

(21,934)

​

​

​

​

​

(263.7)%

​

​

​

​

$

(9,033)

​

​

​

​

​

(90.7)%

​

​

​

​

$

(18,476)

​

​

​

​

​

(97.4)%

​

​

​

​

$

(22,468)

​

​

​

​

​

(147.6)%

​

​