Item 7.01 Regulation FD Disclosure.
On March 23, 2021, JAWS Spitfire
Acquisition Corporation, a Cayman Islands exempted company (“JAWS”), and Velo3D, Inc., a Delaware corporation (“Velo3D”),
held a webcast to discuss the proposed business combination (the “Business Combination”) between JAWS and Velo3D. The
transcript of the webcast is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The foregoing Exhibit 99.1
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, Velo3D 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 Velo3D’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 Velo3D, 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 Velo3D. 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 Velo3D 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 Velo3D;
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.