UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _____________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39757 Velo3D, Inc. ______________________________ (Exact name of registrant as specified in its charter) (State or other jurisd ...

PART I – FINANCIAL INFORMATION [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) Unaudited condensed financial statements as of June 30, 2021, show **$345.5 million** in assets and **$13.4 million** net income, influenced by warrant reclassification [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, the balance sheet shows **$345.5 million** in assets and **$40.6 million** in liabilities, primarily due to warrant revaluation Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $145,200 | $1,667,600 | | Marketable securities held in Trust Account | $345,009,910 | $345,000,000 | | **Total Assets** | **$345,529,674** | **$347,394,817** | | **Liabilities & Equity** | | | | Warrant liabilities | $25,104,000 | $43,147,500 | | Deferred underwriting fee payable | $12,075,000 | $12,075,000 | | **Total Liabilities** | **$40,638,405** | **$55,927,140** | | Class A ordinary shares subject to possible redemption | $299,891,260 | $286,467,670 | | **Total Shareholders' Equity** | **$5,000,009** | **$5,000,007** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2021, the company reported **$13.4 million** net income, primarily from an **$18.0 million** non-cash gain on warrant liabilities Condensed Consolidated Statements of Operations (Unaudited) | Account | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $3,188,504 | $4,629,818 | | Loss from operations | ($3,188,504) | ($4,629,818) | | Change in fair value of warrant liabilities | $523,000 | $18,043,500 | | Interest earned on marketable securities | $5,210 | $9,910 | | **Net Income (Loss)** | **($2,660,294)** | **$13,423,592** | [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was **$1.3 million**, reducing cash from **$1.7 million** to **$145,200** Cash Flow Summary for Six Months Ended June 30, 2021 (Unaudited) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($1,254,632) | | Net cash used in financing activities | ($267,768) | | **Net Change in Cash** | **($1,522,400)** | | Cash – Beginning of period | $1,667,600 | | **Cash – End of period** | **$145,200** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's blank check status, Velo3D agreement, and financial restatement due to warrant reclassification - The company is a blank check company formed to effect a business combination and has until **December 7, 2022**, to do so[16](index=16&type=chunk)[28](index=28&type=chunk) - On **March 22, 2021**, the Company entered into a Business Combination Agreement with Velo3D, Inc[72](index=72&type=chunk) - Financials were revised to correct the classification of additional paid-in capital and retained earnings as of **March 31, 2021**[31](index=31&type=chunk) - Warrants are classified as liabilities and measured at fair value, with Public Warrants moving from Level 3 to Level 1 inputs and Private Placement Warrants moving from Level 3 to Level 2 inputs during the period[46](index=46&type=chunk)[99](index=99&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-business combination SPAC status, results driven by warrant fair value changes, liquidity concerns, and critical accounting policies - The company is a blank check company seeking to complete a business combination, with activities limited to formation, IPO, and target search[104](index=104&type=chunk)[107](index=107&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Three months ended June 30, 2021 | ($2,660,294) | General & admin expenses of $3.2M, offset by a $0.5M gain on warrant liabilities | | Six months ended June 30, 2021 | $13,423,592 | A $18.0M gain on warrant liabilities, offset by $4.6M in general & admin expenses | - As of **June 30, 2021**, the company had **$145,200** in cash held outside the Trust Account and will need to raise additional capital, raising substantial doubt about its ability to continue as a going concern[115](index=115&type=chunk)[117](index=117&type=chunk) - Critical accounting policies include classifying outstanding warrants as derivative liabilities measured at fair value and classifying ordinary shares subject to redemption as temporary equity[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces no material market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company is not subject to any material market or interest rate risk as of **June 30, 2021**[142](index=142&type=chunk) - Proceeds from the IPO held in the Trust Account are invested in short-term U.S. government securities or money market funds, believed to have no material exposure to interest rate risk[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) The company restated December 31, 2020, financials due to warrant misclassification, identifying a material weakness in disclosure controls and procedures - Following an SEC staff statement on **April 12, 2021**, the company re-evaluated its accounting for warrants and concluded they should be classified as liabilities measured at fair value, not equity[143](index=143&type=chunk)[144](index=144&type=chunk) - Management determined that due to the warrant misclassification, its disclosure controls and procedures were not effective as of **December 31, 2020**[146](index=146&type=chunk) - The company plans to remediate this material weakness by enhancing its processes and communication regarding complex accounting applications[147](index=147&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[150](index=150&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since previous filings - No material changes to risk factors have occurred since previous filings[151](index=151&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details **$345 million** gross proceeds from the December 7, 2020, IPO and **$8.9 million** from a private placement, with **$345 million** deposited into the Trust Account - The Initial Public Offering on **December 7, 2020**, raised gross proceeds of **$345,000,000** from the sale of **34,500,000** units[152](index=152&type=chunk) - A simultaneous private placement of **4,450,000** warrants to the Sponsor generated proceeds of **$8,900,000**[153](index=153&type=chunk) - A total of **$345,000,000** from the IPO and private placement was deposited into the Trust Account[154](index=154&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[156](index=156&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[157](index=157&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[158](index=158&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[160](index=160&type=chunk) - Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents are filed as exhibits[160](index=160&type=chunk)

Financial Performance - For the three months ended March 31, 2021, the company reported a net income of $16,083,886, which included general and administrative expenses of $1,441,314 and a decrease in the fair value of warrant liabilities of $17,520,500 [125]. - The company incurred $19,126,250 in transaction costs related to the initial public offering, including $6,900,000 in underwriting fees [127]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [124]. Initial Public Offering - The company completed its initial public offering on December 7, 2020, raising gross proceeds of $345,000,000 from the sale of 34,500,000 Units at $10.00 per Unit [127]. - The underwriter received a cash underwriting discount of 2.00% of the gross proceeds from the Initial Public Offering, totaling $6,900,000, after a reimbursement of $450,000 for expenses [143]. - A deferred fee of $0.35 per unit, amounting to $12,075,000 in total, will be payable to the underwriter only upon the completion of a business combination [143][153]. Trust Account and Cash Management - As of March 31, 2021, the company had investments held in the Trust Account amounting to $345,004,700 [129]. - The company had cash of $1,265,715 held outside of the Trust Account as of March 31, 2021, intended for identifying and evaluating target businesses [131]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with any remaining proceeds used for working capital [130]. - The company may need to obtain additional financing to complete its initial business combination if the transaction requires more cash than available in the Trust Account [135]. Liabilities and Financial Obligations - The company agreed to pay a monthly administrative services fee of $10,000 to an affiliate of the Sponsor, totaling $30,000 for the three months ended March 31, 2021 [141]. - The company had borrowed $267,768 under a Promissory Note from the Sponsor, which was fully repaid upon the closing of the initial public offering [139]. - As of March 31, 2021, there were no off-balance sheet arrangements or long-term liabilities, except for a monthly fee of $10,000 for office space and administrative support [144][152]. Warrant and Equity Information - The company issued 8,625,000 public warrants and 4,450,000 private placement warrants, all classified as derivative liabilities [147]. - The fair value of the private placement warrants was based on Level 3 inputs, while public warrants utilized Level 1 inputs as they were actively traded [147]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights outside the company's control [148]. Accounting Standards and Risk Exposure - The company adopted Accounting Standard Update No. 2020-06 on January 1, 2021, which simplifies accounting for convertible instruments without impacting financial position [150]. - As of March 31, 2021, the company was not exposed to market or interest rate risk, with net proceeds invested in U.S. government obligations or money market funds [159].

Financial Performance - The company had a net loss of approximately $184,000 from inception on September 11, 2020, through December 31, 2020, primarily due to general and administrative expenses [306]. - The company had net cash used in operating activities of $782,400 for the year ended December 31, 2020 [309]. Initial Public Offering (IPO) - On December 7, 2020, the company completed its initial public offering of 34,500,000 Units at $10.00 per Unit, generating gross proceeds of $345,000,000 [308]. - Following the IPO, a total of $690,000,000 was placed in the Trust Account after accounting for transaction costs of $19,126,250 [308]. - As of December 31, 2020, the company had investments held in the Trust Account amounting to $345,000,000 [310]. Trust Account and Business Combination - The company intends to use substantially all funds in the Trust Account to complete its initial business combination [311]. - Prior to the initial business combination, the company will have $1,000,000 of proceeds held outside the Trust Account available for operational expenses [312]. - The company does not expect to raise additional funds for operating expenditures prior to the initial business combination, relying instead on loans from its sponsor [314]. Regulatory and Reporting Exemptions - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [324]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" [325]. - If the company relies on these exemptions, it may not need to provide an auditor's attestation report on internal controls over financial reporting [325]. - The company may also avoid disclosing certain executive compensation items, including the correlation between executive compensation and performance [325]. - These exemptions will be applicable for five years post-initial public offering or until the company is no longer classified as an "emerging growth company," whichever comes first [325]. Off-Balance Sheet Arrangements - As of December 31, 2020, the company did not have any off-balance sheet arrangements or commitments [322].

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) For the transition period from to Commission file number: 001-39757 JAWS SPITFIRE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1556965 | | -- ...