JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”) (NYSE:
SPFR), today announced that, due to the public health and safety
concerns related to the ongoing coronavirus (COVID-19) pandemic, it
is strongly encouraging that shareholders attend the extraordinary
general meeting of its shareholders, which will be held on
September 28, 2021 at 9:00 a.m., New York City Time (the “General
Meeting”), by teleconference rather than in person. The purpose of
the General Meeting is to vote on certain proposals relating to the
previously announced merger between JAWS Spitfire and Velo3D, Inc.
(“VELO3D” or the “Company”), the related Business Combination
Agreement, dated as of March 22, 2021 (as amended or supplemented
from time to time, the “Business Combination Agreement”), and the
other transactions contemplated therein (collectively, the
“Business Combination”).
The General Meeting will be accessible via a live audio webcast
at https://www.cstproxy.com/jawsspitfire/2021 or by dialing 1
888-965-8995 (toll free—North America) or +1 415-655-0243
(International). Shareholders will be able to submit a question to
JAWS Spitfire’s management online in advance of the meeting on the
General Meeting website https://www.cstproxy.com/jawsspitfire/2021
or live during the meeting.
About Velo3D, Inc.
VELO3D empowers companies to imagine more and additively
manufacture nearly anything. Bringing together an integrated,
end-to-end solution of software, hardware, and process-control
innovation, VELO3D’s technology for 3D metal printing delivers
unparalleled quality control for serial production and enhanced
part performance. With VELO3D Flow™ print preparation software,
Sapphire® laser powder bed AM system and Assure™ quality assurance
software, manufacturers can accelerate product innovation, become
more agile and responsive to market needs and reduce costs. First
in the industry to introduce SupportFree metal 3D printing, which
allows for the manufacture of previously impossible geometries, the
company is based in Silicon Valley and is privately funded. VELO3D
has been named to Fast Company’s prestigious annual list of the
World’s Most Innovative Companies for 2021. For more information,
please visit https://www.velo3d.com/.
About JAWS Spitfire Acquisition Corporation
JAWS Spitfire Acquisition Corporation, led by Chairman Barry S.
Sternlicht and Chief Executive Officer Matthew Walters, is a blank
check company incorporated as a Cayman Islands exempted company for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Additional Information
In connection with the Business Combination, JAWS Spitfire has
filed, and the SEC has declared effective, a Registration Statement
on Form S-4 containing a definitive proxy statement/prospectus.
JAWS Spitfire has mailed the definitive proxy statement/prospectus
and other relevant documents relating to the Business Combination
to its shareholders. This Current Report does not contain all the
information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business
Combination. Investors and security holders of JAWS Spitfire are
advised to read the definitive proxy statement/prospectus in
connection with JAWS Spitfire’s solicitation of proxies for the
General Meeting to be held to approve the Business Combination and
other documents filed in connection with the Business Combination,
as these materials will contain important information about the
Business Combination and the parties to the Business
Combination. The definitive proxy statement/prospectus has been
mailed to the shareholders of JAWS Spitfire as of a record date of
August 27, 2021; shareholders that hold their shares in registered
form are entitled to vote their shares held on the date of the
General Meeting. Shareholders are also able to obtain copies of the
definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, at the SEC’s website at www.sec.gov
or by directing a request to: JAWS Spitfire Acquisition
Corporation, 1601 Washington Avenue, Suite 800, Miami Beach, FL
33139.
Participants in the Solicitation
JAWS Spitfire, 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 from JAWS Spitfire’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 Spitfire’s
directors and officers in JAWS Spitfire’s filings with the SEC,
including the definitive proxy statement/prospectus of JAWS
Spitfire for the Business Combination.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of JAWS Spitfire in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination is included in the definitive proxy
statement/prospectus for the Business Combination.
Disclaimer
This Current Report is not a proxy statement or solicitation of
a proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell, nor a solicitation of an offer to buy the securities
of JAWS Spitfire or the Company, nor shall there be any sale of any
such securities in any state or jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of the Securities
Act.
Forward Looking Statements
Certain statements made in this Current Report 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 Spitfire 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
Spitfire’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 Spitfire
and the Company. These statements are subject to a number of risks
and uncertainties regarding JAWS Spitfire’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 Spitfire 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 Spitfire 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 Spitfire’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 Spitfire’s definitive proxy
statement/prospectus relating to the Business Combination,
including those under “Risk Factors”, and other filings with the
SEC. There may be additional risks that JAWS Spitfire presently
does not know or that JAWS Spitfire 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 Spitfire’s expectations,
plans or forecasts of future events and views as of the date of
this communication. JAWS Spitfire anticipates that subsequent
events and developments will cause JAWS Spitfire’s assessments to
change. However, while JAWS Spitfire may elect to update these
forward-looking statements at some point in the future, JAWS
Spitfire specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing JAWS Spitfire’s assessments as of any date subsequent
to the date of this communication.
Nothing in this Current Report should be regarded as a
representation by any person that the forward-looking statements
set forth herein, including the contemplated results of
such-forward looking statements, will be achieved. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210922005970/en/
For VELO3D: Renette Youssef Chief Marketing Officer
press@velo3d.com For JAWS Spitfire Acquisition Corporation:
Abernathy MacGregor Tom Johnson / Dan Scorpio tbj@abmac.com /
dps@abmac.com (212) 371-5999 / (646) 899-8118
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