Business context and reporting period
This Form 10-Q is for JAWS Spitfire Acquisition Corporation, a Cayman Islands blank-check company—not Velo3D, Inc. It covers the period from incorporation on September 11, 2020 through September 30, 2020 and was signed January 15, 2021. The company had not begun operations and was formed to pursue a business combination.
Financial results and position
| Metric | Reported amount |
|---|---|
| Revenue | None; no operations or operating revenue |
| Formation and operating costs / net loss | $5,000 / ($5,000) |
| Cash and cash equivalents at September 30 | $0 |
| Total assets | $115,625, comprising deferred offering costs |
| Total liabilities | $95,625, including $55,625 due under a related-party promissory note and $40,000 accrued offering costs |
| Shareholders’ equity | $20,000 |
| Net cash used in operating activities | $0 |
Margins are not meaningful because the company had no revenue. The filing reports no long-term debt or off-balance-sheet arrangements as of September 30.
Material developments and subsequent events
There is no prior comparable operating period; the statements cover only the company’s initial period after formation. After quarter-end, on December 7, 2020, the company completed an IPO of 34.5 million units at $10 each, raising $345 million gross, and a private placement of warrants that raised $8.9 million. It placed $345 million in a trust account and reported $2.45 million of cash outside the trust after offering costs. Total transaction costs were $19.126 million, including $12.075 million of deferred underwriting fees payable only if a business combination is completed. The related-party promissory note was fully repaid in December 2020.
Outlook, risks and unusual items
- Management expects no operating revenue before a business combination and expects higher public-company compliance and transaction-search costs. It stated it did not expect to need additional funds for operations, but warned that search costs or significant shareholder redemptions could make additional financing necessary.
- The company had until December 7, 2022 to complete a business combination; otherwise, it generally must redeem public shares and liquidate. Warrants would expire worthless if no combination is completed.
- Management said COVID-19 could negatively affect the company’s financial position, results or target search, but the impact was not determinable.
- The filing identifies a risk that negative interest rates on trust investments could reduce public shareholders’ redemption proceeds below $10 per share.
- Disclosure controls were assessed as effective, and the company reported no material change in internal control over financial reporting. No legal proceedings were reported.
Important facts to verify
- Confirm the filing is for JAWS Spitfire Acquisition Corporation, not Velo3D, Inc.
- Verify the December 2020 IPO, private placement, trust balance, transaction costs and repayment of the related-party note against subsequent filings.
- Track the business-combination deadline, trust-account investment returns, redemption activity and any additional financing or transaction-related obligations.