Business Context and Reporting Period
This Form 8-K was filed by JAWS Spitfire Acquisition Corporation, a special purpose acquisition company, on May 11, 2021. The filing concerns accounting for the company’s public and private placement warrants. Although the request identifies Velo3D, the filing’s registrant is JAWS Spitfire; the text does not provide additional information about Velo3D’s operating results or business.
Financial and Accounting Impact
- JAWS Spitfire had previously classified its warrants as equity.
- Following the SEC’s April 12, 2021 staff statement on SPAC warrant accounting, the Audit Committee concluded that the warrants should instead be classified as derivative liabilities under ASC 815 and measured at fair value.
- Changes in the warrants’ fair value will be reported in earnings in each period.
- The filing does not provide the revised warrant valuation, balance-sheet adjustment, earnings impact, cash-flow impact, margins, debt, or liquidity amounts.
Material Changes Versus the Prior Comparable Period
The audited balance sheet related to the December 7, 2020 initial public offering and the audited financial statements for the year ended December 31, 2020 should no longer be relied upon. The warrant terms and quantities did not change; the required change is the accounting classification and related fair-value measurement.
Guidance, Risks, Contingencies, and Unusual Items
- The company intends to amend its Form 10-K for the year ended December 31, 2020 to reflect the warrant reclassification and related restatement disclosures.
- JAWS Spitfire was working with an independent valuation expert to finalize the warrant valuation and stated that it would file the amended 10-K as soon as practicable.
- Previously issued financial statements, investor presentations, and other communications describing the affected financial statements should no longer be relied upon.
- The filing does not provide updated earnings guidance or an estimated timing for completion beyond “as soon as practicable.”
Key Facts for Investors to Verify
- Whether the amended 2020 Form 10-K was subsequently filed and the final warrant liability valuation.
- The effect of the reclassification on total liabilities, shareholders’ equity, net income or loss, and accumulated deficit.
- The period-by-period fair-value gains or losses recognized for the warrants.
- Whether any related investor materials or transaction disclosures were also revised.
- That this filing is by JAWS Spitfire Acquisition Corporation and does not itself report Velo3D operating or financial performance.