UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): March 22, 2021
JAWS SPITFIRE ACQUISITION CORPORATION
(Exact name of registrant as specified
in its charter)
Cayman Islands
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001-39757
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98-1556965
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1601 Washington Avenue, Suite 800
Miami Beach, FL
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33139
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(Address of principal executive offices)
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(Zip Code)
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(305) 695-5500
Registrant’s telephone number,
including area code
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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x
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant
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SPFR.U
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New York Stock Exchange
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Class A Ordinary Shares included as part of the units
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SPFR
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New York Stock Exchange
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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SPFR WS
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging
growth company x
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 13(a) of the Exchange
Act. ¨
Item 1.01 Entry Into A Material Definitive
Agreement.
Business Combination Agreement
On March 22, 2021
(the “Effective Date”), JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS”),
entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the
“Business Combination Agreement”), by and among JAWS, Spitfire Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), and Velo3D, Inc., a Delaware corporation (the “Company”).
The Business Combination
Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of JAWS and the board of
directors of the Company.
The Business Combination
The
Business Combination Agreement provides for, among other things, the consummation of the following transactions on the closing
date: (i) JAWS will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication,
(A) JAWS’s name will be changed to “Velo3D, Inc.”, (B) each outstanding Class A ordinary
share of JAWS and each outstanding Class B ordinary share of JAWS will become one share of common stock of JAWS (the “JAWS
Common Stock”), and (C) each outstanding warrant of JAWS will become one warrant to purchase one share of JAWS Common
Stock; and (ii) following the Domestication, Merger Sub will merge with and into the Company, with the Company as the surviving
company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of JAWS (the “Merger”).
The
Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred
to as the “Business Combination”.
Business Combination
Consideration
In
accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) outstanding shares and
options of the Company will be exchanged for shares of JAWS Common Stock or comparable options that are exercisable for shares
of JAWS Common Stock, as applicable, based on an implied Company equity value of $1,500,000,000, (ii) outstanding warrants
of the Company not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares
of JAWS Common Stock based on the number of shares of JAWS 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 of the Company will
remain outstanding and become convertible into shares of JAWS Common Stock in accordance with their terms.
In
addition, pre-closing equityholders of the Company will be entitled to an earnout, pursuant to which they will receive (i) 5.0%
of the total number of shares of JAWS Common Stock outstanding at the closing of the Business Combination (the “Closing”)
if the shares of JAWS Common Stock trade at or above $12.50 for twenty or more trading days in any thirty trading day period, and
(ii) an additional 5.0% of the total number of shares of JAWS Common Stock outstanding at the Closing if the shares of JAWS
Common Stock trade at or above $15.00 for twenty or more trading days in any thirty trading day period. The earnout is subject
to a five-year sunset and early trigger upon certain change of control events.
Registration Rights
At
the Closing, JAWS will enter into an amended and restated registration rights agreement with Spitfire Sponsor LLC (the “Sponsor”),
certain key stockholders of the Company and certain other parties relating to, among other things, certain customary registration
rights and lockup restrictions.
Representations and Warranties; Covenants
Under the Business
Combination Agreement, the parties to the agreement made customary representations and warranties for transactions of this type
regarding themselves. The representations and warranties made under the Business Combination Agreement generally will not survive
the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain covenants as specified
in the Business Combination Agreement. The covenants made under the Business Combination generally will not survive the Closing,
subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in
part after the Closing.
Conditions to Each Party’s Obligations
The consummation of
the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties,
including: (a) the approval and adoption by JAWS’s shareholders of the Business Combination Agreement and transactions
contemplated thereby; (b) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; (c) since the Effective Date, no Company Material Adverse Effect (as defined in the
Business Combination Agreement) shall have occurred that is continuing; and (d) cash proceeds from JAWS’s trust account
established for the purpose of holding the net proceeds from JAWS’s initial public offering, net of any amounts paid to JAWS’s
shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses,
plus the aggregate proceeds of the PIPE Financing (defined below), equaling no less than $350,000,000 at the Closing.
Termination
The Business Combination
Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by written
notice from JAWS or the Company to the other party or parties, if the Closing has not occurred by October 22, 2021, provided
that such right to terminate is not available to JAWS or the Company if such party exercising the right is in material breach of
its representations, warranties, covenants or agreements under the Business Combination Agreement (including, with respect to Company,
any breach by the Company). If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination
Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality
obligations, except in the case of Willful Breach or Fraud (each, as defined in the Business Combination Agreement).
A copy of the Business
Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference, and the foregoing description
of the Business Combination Agreement is qualified in its entirety by reference thereto.
Sponsor Letter Agreement
Concurrently with the
execution of the Business Combination Agreement, JAWS, the Sponsor, the Company and holders of Class B ordinary shares of
JAWS entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor
and holders of Class B ordinary shares have agreed to, among other things, (i) vote in favor of the Business Combination
Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio
set forth in the governing documents of JAWS, (iii) be bound by certain other covenants and agreements related to the Business
Combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in JAWS prior to the
Closing, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
A copy of the Sponsor
Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference,
and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
PIPE Financing (Private Placement)
Concurrently with the
execution of the Business Combination Agreement, JAWS entered into subscription agreements (the “Subscription Agreements”)
with certain investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and JAWS agreed
to issue and sell to such investors, immediately prior to the Closing, an aggregate of 15,500,000 shares of JAWS Common Stock for
a purchase price of $10.00 per share, for aggregate gross proceeds of $155,000,000 (the “PIPE Financing”).
The closing of the
PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The
Subscription Agreements provide that JAWS will grant the investors in the PIPE Financing certain customary registration rights
and indemnification.
The foregoing description
of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text
of the form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 and the terms of which are incorporated
herein by reference.
Transaction Support Agreements
Concurrently with the
execution of the Business Combination Agreement, certain key stockholders of the Company (collectively, the “Company Stockholders”)
will enter into a Transaction Support Agreement (collectively, the “Transaction Support Agreements”) with JAWS,
pursuant to which the Company Stockholders have agreed to, among other things, (i) vote in favor of the Business Combination
Agreement and the transactions contemplated thereby, (ii) irrevocably appoint JAWS or any individual designated by JAWS as
such Company Stockholder’s agent, attorney-in-fact and proxy to attend on behalf of such Company Stockholder any meeting
of the Company Stockholders with respect to the Business Combination and (iii) be bound by certain other covenants and agreements
related to the Business Combination.
The foregoing description
of the Transaction Support Agreements is subject to and qualified in its entirety by reference to the full text of the form of
Transaction Support Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The disclosure set
forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Financing is incorporated by reference
herein. The shares of JAWS Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under
the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On March 23, 2021,
JAWS and the Company issued a joint press release announcing their entry into the Business Combination Agreement. The press release
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2
hereto and incorporated into this Item 7.01 by reference is the investor presentation that JAWS and the Company have prepared for
use in connection with the announcement of the Business Combination.
The foregoing (including
Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the
liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the
Exchange Act.
Additional Information
In connection with
the Business Combination, JAWS intends to file with the U.S. Securities and Exchange Commission’s (“SEC”)
a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus
and preliminary proxy statement. JAWS will mail a definitive proxy statement/final prospectus and other relevant documents to its
shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus
or any other document that JAWS will send to its shareholders in connection with the Business Combination. Investors and security
holders of JAWS are advised to read, when available, the proxy statement/prospectus in connection with JAWS’s solicitation
of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters)
because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the
Business Combination. The definitive proxy statement/final prospectus will be mailed to shareholders of JAWS as of a record
date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus,
without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 1601 Washington Avenue,
Suite 800, Miami Beach, FL 33139.
Participants in the Solicitation
JAWS, the Company and
their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of JAWS’s shareholders in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding the names and interests in the Business Combination of JAWS’s
directors and officers in JAWS’s filings with the SEC, including the Registration Statement to be filed with the SEC by JAWS,
which will include the proxy statement of JAWS for the Business Combination, and such information and names of the Company’s
directors and executive officers will also be in the Registration Statement to be filed with the SEC by JAWS, which will include
the proxy statement of JAWS for the Business Combination.
Forward Looking Statements
Certain statements
made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future events or trends or that are not statements
of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the
Business Combination between JAWS and the Company, the estimated or anticipated future results and benefits of the combined company
following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business
Combination, future opportunities for the combined company, and other statements that are not historical facts.
These statements are
based on the current expectations of JAWS’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor
as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of JAWS and the Company. These statements are subject to a number of risks and uncertainties regarding JAWS’s businesses
and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited
to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or
the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination
Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere
with the Business Combination; the risk that the approval of the shareholders of JAWS or the Company for the potential transaction
is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating
the potential transaction or difficulty in integrating the businesses of JAWS and the Company; the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability
of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made
by JAWS’s shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities
on NYSE following the Business Combination; costs related to the Business Combination; and those factors discussed in JAWS’s
final prospectus relating to its initial public offering, dated December 2, 2020, and other filings with the SEC. There may
be additional risks that JAWS presently does not know or that JAWS currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide JAWS’s
expectations, plans or forecasts of future events and views as of the date of this communication. JAWS anticipates that subsequent
events and developments will cause JAWS’s assessments to change. However, while JAWS may elect to update these forward-looking
statements at some point in the future, JAWS specifically disclaims any obligation to do so. These forward-looking statements should
not be relied upon as representing JAWS’s assessments as of any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Disclaimer
This Current Report
is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or
buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall
there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
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Description
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2.1†
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Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire Acquisition Corporation, Spitfire Merger Sub, Inc., and Velo3D, Inc.
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10.1
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Form of Subscription Agreement
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10.2
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Sponsor Letter Agreement, dated as of March 22, 2021, by and among Spitfire Sponsor LLC, certain other holders set forth on Schedule I thereto, JAWS Spitfire Acquisition Corporation and Velo3D, Inc.
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10.3
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Form of Transaction Support Agreement
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99.1
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Press Release, dated March 23, 2021
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99.2
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Investor Presentation, dated March 2021
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†
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Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The
Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: March 23, 2021
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JAWS SPITFIRE ACQUISITION CORPORATION
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By:
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/s/ Matthew Walters
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Title:
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Chief Executive Officer
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