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.