SecProbe.io

CORRESP
 1
 filename1.htm

 August
15, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Velo3D, Inc.

 Registration Statement
 on Form S-1, as amended

 File No.
 333-289337

 Request
 for Acceleration of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Securities Act "),
Lake Street Capital Markets LLC, as the representative of several underwriters, hereby join in the request of Velo3D, Inc. for acceleration
of the effective date of the above-referenced Registration Statement on Form S-1, as amended (the " Registration Statement "),
so that it becomes effective as of 4:15 p.m. Eastern Time on Monday, August 18, 2025, or as soon thereafter as possible.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied, or
will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature
Page to Follow]

 Very
 truly yours,

 LAKE
 STREET CAPITAL MARKETS LLC

 on behalf of itself and as representative of
 the Underwriters

 By:
 /s/
 Michael Townley

 Name:

 Michael
 Townley

 Title:

 Head
 of Investment Banking

 [Signature
Page to Underwriter's Acceleration Request]

CORRESP
 1
 filename1.htm

 Velo3D,
Inc.

 2710
Lakeview Court

 Freemont,
California 94538

 August
15, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Marion Graham and Mitchell Austin

 Re:
 Velo3D,
 Inc.
 Registration
 Statement on Form S-1, as amended
 File No. 333-289337

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Velo3D, Inc. (the " Company ")
hereby requests that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-289337) (the " Registration
Statement ") be accelerated so that the Registration Statement will become effective at 4:15 p.m., Eastern Time, on Monday,
August 18, 2025, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Locke LLP,
may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Troutman Pepper Locke LLP, by calling Alexander T. Yarbrough at (704) 998-4077.

 Please
direct any questions or comments concerning this request to Alexander T. Yarbrough of Troutman Pepper Locke LLP at (704) 998-4077 or
Thomas M. Rose at (757) 687-7715.

 VELO3D,
 INC.

 By:

 /s/
 Hull Xu

 Name:
 Hull Xu

 Title:
 Chief Financial Officer

 Cc:
 Thomas
 M. Rose, Troutman Pepper Locke LLP

 Alexander
 T. Yarbrough, Troutman Pepper Locke LLP

CORRESP
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 filename1.htm

 Velo3D,
Inc.

 2710 Lakeview

 Court Freemont, CA 94538

 velo3d.com

 August
6, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Marion Graham and Mitchell Austin

 Re:
 Velo3D,
 Inc. (the " Company ")

 Draft
Registration Statement on Form S-1
 Submitted
June 25, 2025
 CIK
 No. 0001825079

 Ladies
and Gentlemen:

 We
are submitting this letter in response to the written comments of the staff (the " Staff ") of the U.S. Securities
and Exchange Commission (the " SEC ") contained in the Staff's letter, dated July 10, 2025 (the " Comment
Letter "), in connection with our Draft Registration Statement on Form S-1 (the " Draft Registration Statement "),
confidentially submitted to the SEC on June 25, 2025. In response to the comments set forth in the Comment Letter, we have revised the
Draft Registration Statement and are publicly filing a Registration Statement on Form S-1 (the " Form S-1 ")
with this response letter.

 For
your convenience, our responses are set forth below, with the headings and numbered items of this letter corresponding to the headings
and numbered items contained in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior
to our response. Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the
Form S-1. Page references in the text of this response letter correspond to the page numbers of the Form S-1.

 Draft
Registration Statement on Form S-1

 General

 1. We
 note your disclosure that you will be deemed to be a "controlled company" under
 the Nasdaq listing rules. Please revise the cover page to also disclose the total voting
 power percentage of Arun Jeldi, your controlling shareholder. Additionally, please provide
 a cross-reference to a longer discussion of the corporate governance exemptions available
 to you as a "controlled company" and whether you intend to take advantage of
 any of these exemptions.

 We
respectfully acknowledge the Staff's comment and advise that we have revised the cover page to disclose the total voting power
percentage of Arun Jeldi. We have also provided a cross-reference to a longer discussion of the corporate governance exemptions available
to us as a "controlled company" and whether we intend to take advantage of any of these exemptions. Please see page 86
of the Form S-1.

 Securities and Exchange Commission

 August 6, 2025

 Page 2

 2. Please
 revise to provide an update on the status of the reverse stock split, including whether stockholders
 approved the reverse stock split proposal and whether you have selected the reverse stock
 split ratio or the date on which you will effect the reverse stock split.

 We
respectfully acknowledge the Staff's comment and advise that we have revised the Form S-1 to disclose that our stockholders approved
the reverse stock split at our annual meeting of stockholders on June 27, 2025. The disclosure also provides that our Board selected
a ratio of 1-for-15 on July 18, 2025 and the reverse stock split was effected on July 28, 2025. Unless otherwise stated, all share and
per share amounts of our common stock included in the Form S-1 have been adjusted to give effect to the reverse stock split. Please see
page 4 of the Form S-1.

 3. You
 disclose that you "believe that upon the completion of this offering, [you] will meet
 the standards for listing on the Nasdaq Capital Market, and the closing of this offering
 is contingent upon such listing." Please tell us how this offering will enable the
 company to meet the Nasdaq Capital Market listing standards. Additionally, please clarify
 the relative timing of the following events: (1) meeting the listing standards, (2) receiving
 approval to list on the Nasdaq Capital Market and (3) closing this offering.

 We
respectfully acknowledge the Staff's comment and advise that upon completion of this offering, we believe we will meet the initial
listing requirements for the Nasdaq Capital Market for companies transferring from the over-the-counter markets. This includes an initial
listing requirement, among others, to have a market value of listed securities (i.e., non-affiliated "public float") of at
least $15 million, which we believe will be satisfied as a result of this offering. We anticipate receiving conditional approval to list
our common stock on the Nasdaq Capital Market prior to the effective time of the Form S-1. Furthermore, the closing of the proposed public
offering is contingent upon the Company receiving such an approval from Nasdaq. We have revised disclosure throughout the Form S-1 regarding
this process.

 We
thank you for your prompt attention to this letter responding to the Staff's Comment Letter and look forward to hearing from you
at your earliest convenience. Please direct any questions concerning this filing to the undersigned at (408) 610-3915.

 Sincerely,

 /s/
 Arun Jeldi

 Arun Jeldi

 Velo3D,
 Inc.

 cc:
 Via
 Email

 Thomas
M. Rose, Troutman Pepper Locke LLP
 Alexander
T. Yarbrough, Troutman Pepper Locke LLP
 David
E. Danovitch, Sullivan & Worcester LLP
 Angela
 Gomes, Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Arun Jeldi
Chief Executive Officer
Velo3D, Inc.
2710 Lakeview Court
Fremont, CA 94538

 Re: Velo3D, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 25, 2025
 CIK No. 0001825079
Dear Arun Jeldi:

 We have conducted a limited review of your draft registration statement
and have the
following comments.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1
General

1. We note your disclosure that you will be deemed to be a "controlled
company" under
 the Nasdaq listing rules. Please revise the cover page to also disclose
the total voting
 power percentage of Arun Jeldi, your controlling shareholder.
Additionally, please
 provide a cross-reference to a longer discussion of the corporate
governance
 exemptions available to you as a "controlled company" and whether you
intend to take
 advantage of any of these exemptions.
2. Please revise to provide an update on the status of the reverse stock
split, including
 whether stockholders approved the reverse stock split proposal and
whether you have
 selected the reverse stock split ratio or the date on which you will
effect the reverse
 stock split.
 July 10, 2025
Page 2
3. You disclose that you "believe that upon the completion of this
offering, [you] will
 meet the standards for listing on the Nasdaq Capital Market, and the
closing of this
 offering is contingent upon such listing." Please tell us how this
offering will enable
 the company to meet the Nasdaq Capital Market listing standards.
Additionally,
 please clarify the relative timing of the following events: (1) meeting
the listing
 standards, (2) receiving approval to list on the Nasdaq Capital Market
and (3) closing
 this offering.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Marion Graham at 202-551-6521 or Mitchell Austin at
202-551-3574
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Alexander Yarbrough
</TEXT>
</DOCUMENT>

CORRESP
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  CORRESP

  Velo3D, Inc.
2710 Lakeview Court
Fremont, California 94538

  August 8, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance – Office of Technology

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Matthew Crispino

  	Re:	Velo3D, Inc.

  		Registration Statement on Form S‑3 (Registration No. 333-281108)

  Mr. Crispino:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Velo3D, Inc., hereby requests that the above-referenced Registration Statement be declared effective at 4:30 p.m., eastern time, on August 12, 2024, or as soon as practicable thereafter.

  Very truly yours,

  Velo3D, Inc.

  By:  /s/ Bradley Kreger

  					       Bradley Kreger
					       Chief Executive Officer

  4885-6624-8150.2

August 7, 2024
Bradley Kreger
Chief Executive Officer
Velo3D, Inc.
2710 Lakeview Court
Fremont, California 9453
Re:Velo3D, Inc.
Registration Statement on Form S-3
Filed July 30, 2024
File No. 333-281108
Dear Bradley Kreger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
May 17, 2024
Bradley Kreger
Interim Chief Executive Officer
Velo3D, Inc.
2710 Lakeview Court
Fremont, California 94538
Re:Velo3D, Inc.
Registration Statement on Form S-3
Filed May 13, 2024
File No. 333-279380
Dear Bradley Kreger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kyle Wiley at 202-344-5791 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Per Chilstrom

CORRESP
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Velo3D, Inc.

2710 Lakeview Court

Fremont, California 94538

May 17, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street N.E.

Washington, D.C. 20549

Attn: Kyle Wiley

Re: Velo3D, Inc. - Registration Statement on Form S-3 (File No. 333-279380) filed May 13, 2024

Requested Date: May 21, 2024

Requested Time: 4:00 PM Eastern Time

Ladies and Gentlemen:

Velo3D, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Per Chilstrom, an attorney with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Chilstrom at (212) 430-2669.

* * *

Sincerely,

Velo3D, Inc.

By: /s/ Hull Xu

    Hull Xu, Chief Financial Officer

cc Bradley Kreger, Interim Chief Executive Officer

 Velo3D, Inc.

cc: Per Chilstrom, Esq.
Fenwick & West LLP

CORRESP
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VELO3D, INC.

511 Division Street

Campbell, California 95008

November 18, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

Attention:

 Edwin Kim

Re:

 Velo3D, Inc. Registration Statement on Form S-3 (File No. 333-268346) filed November 14, 2022.

Requested Date:  November 21, 2022

Requested Time: 4:00 PM Eastern Time

Ladies and Gentlemen:

Velo3D, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Per Chilstrom, an attorney with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Chilstrom at (212) 430-2669.

* * *

Sincerely,

Velo3D, Inc.

By: /s/ William McCombe

 William McCombe

 Chief Financial Officer

Cc  Benyamin Buller, Chief Executive Officer

  Velo3D, Inc.

  Per Chilstrom, Esq.

  Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]

United States securities and exchange commission logo
November 17, 2022
Benyamin Buller
Chief Executive Officer
Velo3D, Inc.
511 Division Street
Campbell, CA 95008
Re:Velo3D, Inc.
Registration Statement on Form S-3
Filed November 14, 2022
File No. 333-268346
Dear Benyamin Buller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Staff Lawyer, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Per Chilstrom, Esq.

United States securities and exchange commission logo
September 7, 2022
William McCombe
Chief Financial Officer
Velo3D, Inc.
511 Division Street
Campbell , CA 95008
Re:Velo3D, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 28, 2022
File No. 001-39757
Dear Mr. McCombe:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Velo3D, Inc.
511 Division Street
Campbell, CA 95008

August 19, 2022

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

Attention: Kathryn Jacobson

Re: Velo3D, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 28, 2022
File No. 001-39757

Ladies and Gentlemen:

This letter sets forth responses of Velo3D Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated August 2, 2022 (the “Comment Letter”), with respect to the above referenced submission. The text of the Staff’s comments have been included in this letter for your convenience, and the Company’s responses to the comments have been provided immediately thereafter.  Capitalized terms used below without definition have the meanings ascribed to such terms in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”).

As discussed by telephone with the Staff on August 15, 2022, the Company is grateful for the Staff’s extension to respond to the Comment Letter by August 26, 2022.

Form 10-K for the Year Ended December 31, 2021

Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 58

1.    Staff’s comment: We note your statement on page 60 that your future cash requirements and the adequacy of available funds will depend on many factors, including those set forth in the section of this Annual Report titled “Risk Factors.” In lieu of references to elsewhere in the filing, please identify within the MD&A the factors that will result in or that are reasonably likely to result in your liquidity increasing or decreasing in a material way.

Response: The Company advises the Staff that it believes the liquidity and capital resources disclosure in  the 2021 10-K was consistent with the requirements of Item 303(b)(1) of Regulation S-K because, at the time of filing, (i) the Company believed its cash and cash equivalents, together with cash the Company expected to generate from future operations, would be sufficient to meet the Company’s working capital and capital expenditure requirements for a period of at least 12 months and (ii) the Company did not identify any known factors that would have resulted in or that were reasonably likely to have resulted in the Company’s liquidity increasing or decreasing in a material way.

Nevertheless, to eliminate the cross reference, and identify factors that could impact the Company’s future cash requirements and the adequacy of available funds, the Company proposes in its future annual and quarterly reports to revise the sentence that is the subject of the Staff’s comment as follows (emphasis added):

Our future cash requirements and the adequacy of available funds will depend on many factors, including our operating performance, competitive and industry developments, and financial market conditions.”

The Company further advises the Staff that it has included this revised sentence in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, which the Company filed with the Commission on August 12, 2022, and confirms that, in connection with the preparation of its future annual and quarterly reports, the Company will continue to evaluate whether any known factors exist that will result in or that are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way and, if applicable, disclose any such factors, consistent with the requirements of Item 303(b)(1) of Regulation S-K.

Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 76

2.    Staff’s comment: Please clarify in your policy disclosure how you account for the revenue related to the installation of the 3D Printer and bundled software. Refer to the last sentence in ASC 606-10-55-86.

Response: The Company advises the Staff that revenue related to the 3D Printer is recognized at a point in time, which occurs upon transfer of control to the customer at shipment. Site installation, testing and customer training are incidental to customer acceptance.  This is described on page 62 of the 2021 10-K and Note 2, Summary of Significant Accounting Policies—Revenue Recognition—3D Printer Sales, of the Company’s audited consolidated financial statements included in the 2021 10-K.  The portion of the transaction price allocated to site installation, testing and customer training is deferred as part of Support Services and recognized over the period the services are provided.

The Company further advises the Staff that the Company’s bundled software is not distinct from the 3D Printer as the license forms a component of a tangible good that is integral to the functionality of the 3D Printer, as contemplated by ASC 606-10-55-56a.  The 3D Printer cannot utilize software other than the bundled software and the bundled software is not functional on other products currently available in the marketplace.  Accordingly, the 3D Printer and the license are accounted for together as a single performance obligation.

In its future annual reports, the Company proposes to revise the policy disclosure as follows (emphasis added):

“3D Printer Sales

The Company bills its customers beginning at the time of acceptance of the purchase order (which represents a deposit), with the second billing at the time of shipment and final billing upon site acceptance test completion. The timeframe from order to completion of the site acceptance test occurs typically over three to six months. Revenue for the 3D Printer is recognized at a point-in time, which occurs upon transfer of control to the customer at shipment. Site installation, testing and customer training are incidental to customer acceptance with the portion of the transaction price allocated to these services being deferred as part of Support Services and recognized over the period the services are provided.”

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Per B. Chilstrom at (212) 430-2669 of Fenwick & West LLP.

 Sincerely,

 /s/ Benyamin Buller

 Benyamin Buller

 Chief Executive Officer

Via E-mail:

cc:    Per B. Chilstrom
    Fenwick & West LLP

United States securities and exchange commission logo
August 2, 2022
William McCombe
Chief Financial Officer
Velo3D, Inc.
511 Division Street
Campbell , CA 95008
Re:Velo3D, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 28, 2022
File No. 001-39757
Dear Mr. McCombe:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 58
1.We note your statement on page 60 that your future cash requirements and the adequacy
of available funds will depend on many factors, including those set forth in the section of
this Annual Report titled “ Risk Factors.”  In lieu of references to elsewhere in the filing,
please identify within the MD&A the factors that will result in or that are reasonably
likely to result in your liquidity increasing or decreasing in a material way.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 76
2.Please clarify in your policy disclosure how you account for the revenue related to

 FirstName LastNameWilliam McCombe
 Comapany NameVelo3D, Inc.
 August 2, 2022 Page 2
 FirstName LastName
William McCombe
Velo3D, Inc.
August 2, 2022
Page 2
the installation of the 3D Printer and bundled software. Refer to the last sentence in ASC
606-10-55-86.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Velo3D, Inc.

511 Division Street

Campbell, California 95008

October 26, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn: Patrick Faller

Re: Velo3D, Inc. - Registration Statement on Form S-1 (File No. 333-260415)

Ladies and Gentlemen:

Velo3D, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) effective at 4:00 p.m., Eastern Time, on Thursday, October 28, 2021, or as soon thereafter as practicable.

The Company hereby authorizes Per B. Chilstrom of Fenwick & West LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Per B. Chilstrom of Fenwick & West LLP, counsel to the Company, at (212) 430-2669.

Very truly yours,

Velo3D, Inc.

By: /s/ Benyamin Buller

 Benyamin Buller

 Chief Executive Officer

cc: Per B. Chilstrom, Fenwick & West LLP

United States securities and exchange commission logo
October 26, 2021
Benyamin Buller
Chief Executive Officer
Velo3D, Inc.
511 Division Street
Campbell, California 95008
Re:Velo3D, Inc.
Registration Statement on Form S-1
Filed October 21, 2021
File No. 333-260415
Dear Mr. Buller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Per B. Chilstrom

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JAWS Spitfire Acquisition Corporation

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

September
8, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Jeff Kauten

 Re: JAWS Spitfire Acquisition Corporation

Registration Statement on Form S-4

    File No. 333-256057

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, JAWS Spitfire Acquisition Corporation (the “Company”)
hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on September
8, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP,
request by telephone that such Registration Statement be declared effective.

Please contact Christian O.
Nagler of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4660, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Matthew Walters

    Matthew Walters

    Chief Executive Officer and Director

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JAWS Spitfire Acquisition Corp

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

September 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathryn Jacobson

    Re:
    JAWS Spitfire Acquisition Corp

    Amendment No. 4 to Form S-4

    Filed August 19, 2021

    File No. 333-256057

Ladies and Gentlemen:

This letter sets forth responses
of JAWS Spitfire Acquisition Corp (the “Company”) to the comments of the staff of the Division of Corporation Finance (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated September
1, 2021, with respect to the above referenced Amendment No. 4 to Registration Statement on Form S-4 (the “Registration Statement”).

The text of the Staff’s
comments have been included in this letter for your convenience, and the Company’s responses to the comments have been provided
immediately thereafter.

In addition, the Company has
revised the Registration Statement in response to the Staff’s comment and the Company is concurrently with this letter publicly
filing an amendment to the Registration Statement, which reflects these revisions (the “Amendment”). Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Registration Statement on Form S-4 filed August 19, 2021

Velo3D’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations

Comparison of the Six Months Ended June 30, 2021 and 2020, page
222

1.
Staff’s comment: We note on page 2 and elsewhere in your filing that revenues from SpaceX,
your largest customer, continued to decline on an absolute dollar basis and as a percentage of total revenues during all periods presented.
Please describe known trends or uncertainties regarding your future business with SpaceX that have had or that are reasonably likely to
have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. Refer to Item 303(c) of
Regulation S-K.

Response: The Company advises the
Staff that it has revised the disclosure on pages 219 and 220 in response to the Staff’s comment.

2.
 Staff’s comment: Refer to the table summarizing your results of operations hereunder.
Please recalculate each line item of operating expenses and net loss expressed as a percent of revenue to report the correct percentages.

Response: The
Company advises the Staff that it has revised the disclosure on page 218  in response to the Staff’s comment.

Velo3D, Inc.

Note to Condensed Financial Statements (Unaudited)

10. Leases, page F-54

3.
Staff’s comment: We note that during the six months ended June 30, 2021, the Company signed
two new leases for manufacturing and R&D facilities. Per your disclosure, the 65-month lease for the manufacturing facility "is
targeted to commence in late 2021 with a contractual obligation of $9.3 million in base rent." For accounting purposes, please make
clear when the lease term commenced or will commence. Refer to ASC 842-10-55-19.

Response: The Company advises the
Staff that it has considered ASC 842-10-55-19 through 55-21, clarified the lease commencement date and revised the disclosure on pages
212, 215, 227, 229 and F-58 in response to the Staff’s comment.

Based on the analysis performed by Velo3D
and discussed below, the estimated lease commencement date is November 7, 2021. Per the terms of the lease agreement signed on June 28,
2021, the lessor shall install base building renovation work, where the lessor has engaged a third-party construction agent for the specific
asset improvements which is owned by the lessor. Velo3D cannot remove or alter these improvements without the lessor consent,
and these asset improvements can serve future lessees at the end of the lease term.

Velo3D is permitted to occupy and commence
operations on the earlier of the date of substantial completion of the improvements or November 7, 2021. Concurrently, while the lessor
is preparing the facility for use, the lessor has granted access to Velo3D’s own third-party construction agent to begin
planning and preparations for Velo3D owned leasehold improvements. Velo3D has estimated that the commencement date
of the lease will most likely begin on November 7, 2021, based on the lessor’s estimated completion date on its owned asset improvements
and making the underlying asset available for use.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact Christian Nagler at (212) 446-4660 of
Kirkland & Ellis LLP.

    Sincerely,

    /s/ Matthew Walters

    Matthew Walters

    Chief Executive Officer

Via E-mail:

    cc:
    Christian O. Nagler

    Kirkland & Ellis LLP

United States securities and exchange commission logo
September 1, 2021
Matthew Walters
Chief Executive Officer
JAWS Spitfire Acquisition Corp
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
Re:JAWS Spitfire Acquisition Corp
Amendment No. 4 to Registration Statement on Form S-4
Filed August 19, 2021
File No. 333-256057
Dear Mr. Walters:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 19, 2021
Velo3D's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Six Months Ended June 30, 2021 and 2020, page 222
1.We note on page 2 and elsewhere in your filing that revenues from SpaceX, your largest
customer, continued to decline on an absolute dollar basis and as a percentage of total
revenues during all periods presented.  Please describe known trends or uncertainties
regarding your future business with SpaceX that have had or that are reasonably likely to
have a material favorable or unfavorable impact on net sales or revenues or income from
continuing operations. Refer to Item 303(c) of Regulation S-K.

 FirstName LastNameMatthew Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 September 1, 2021 Page 2
 FirstName LastName
Matthew Walters
JAWS Spitfire Acquisition Corp
September 1, 2021
Page 2
2.Refer to the table summarizing your results of operations hereunder. Please recalculate
each line item of operating expenses and net loss expressed as a percent of revenue to
report the correct percentages.
Velo3D, Inc.
Notes to Condensed Financial Statements (Unaudited)
10. Leases, page F-54
3.We note that during the six months ended June 30, 2021, the Company signed two new
leases for manufacturing and R&D facilities. Per your disclosure, the 65-month lease for
the manufacturing facility "is targeted to commence in late 2021 with a contractual
obligation of $9.3 million in base rent." For accounting purposes, please make clear when
the lease term commenced or will commence. Refer to ASC 842-10-55-19.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christian Nagler, Esq.

CORRESP
1
filename1.htm

JAWS Spitfire Acquisition Corp

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

August 4, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathryn Jacobson

    Re:
    JAWS Spitfire Acquisition Corp

    Amendment No. 2 to Form S-4

    Filed July 20, 2021

    File No. 333-256057

Ladies and Gentlemen:

This letter sets forth responses
of JAWS Spitfire Acquisition Corp (the “Company”) to the comments of the staff of the Division of Corporation Finance (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated August
2, 2021, with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”).

The text of the Staff’s
comments have been included in this letter for your convenience, and the Company’s responses to the comments have been provided
immediately thereafter.

In addition, the Company has
revised the Registration Statement in response to the Staff’s comment and the Company is concurrently with this letter publicly
filing an amendment to the Registration Statement, which reflects these revisions (the “Amendment”). Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-4 filed July
20, 2021

Notes to Unaudited Pro Forma Condensed Combined Financial Information

4. New Velo3D Earnout Shares, page 181

 1.         Staff’s comment: We note on page 105 that on July 20, 2021, the
parties amended the Business Combination Agreement to make certain clarifying changes to defined terms that relate to how the Per Share
Consideration and the Earnout Shares are allocated among the preclosing company equity holders. Please tell us how this amendment impacted
your pro forma presentation, if at all.

Response: The Company advises the
Staff that the amendment to the Business Combination Agreement had no impact on the pro forma presentation. In preparing the pro forma
presentation for purposes of the initial filing of the Registration Statement, the parties determined that certain defined terms had minor
ambiguities. The amendment clarified these ambiguities in a manner that was consistent with the pro forma presentation.

Velo3D's Management's Discussion and Analysis of Financial Condition
and Results of Operations

Non-GAAP Financial Information, page 226

 2.         Staff’s comment: We note that you deleted the paragraph explaining
management's reasons for its presentation and use of the non-GAAP measure titled “Adjusted EBITDA as a percent of revenue.”
Please disclose the information required pursuant to Item 10(e)(1)(i)(C)-(D) of Regulation S-K.

Response: The
Company advises the Staff that it has revised page 23 under the section “Selected Historical Financial Information of Velo3D”
and pages 223 and 224 under the section “Velo3D's Management's Discussion and Analysis of Financial Condition and
Results of Operations — Non-GAAP Financial Information” in response to the Staff’s comment. The revision includes the
reinsertion of the previously deleted paragraph for “Adjusted EBITDA as a percent of revenue” in the section “Velo3D's
Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Information” and
reinsertion of wordings of “Adjusted EBITDA as a percent of revenue” in pages 23 and 223.

Velo3D, Inc - Notes to Condensed Financial Statements

13. Equity Instruments

Rights, Preferences and Privileges of Redeemable Convertible Preferred
Stock

Anti-dilution Provisions, page F-88

 3.         Staff’s comment: Pending the effective date of ASU 2020-06, tell
us how you considered the guidance in ASC 470-20-35-1 and Example 5 in ASC 470-20-55-22 through 24 to measure the incremental intrinsic
value that resulted from the triggered contingent conversion features of Series A, B and C redeemable convertible preferred stock.

Response: The
Company acknowledged that the conversion features of Series A, B and C redeemable convertible preferred stock contain a down-round
provision. When Series D redeemable convertible preferred stock was issued in 2020 at an issuance price below the original
conversion prices of Series A, B and C redeemable convertible preferred stock, the down-round provision was triggered resulting in a
greater number of shares becoming issuable on conversion than the number of shares originally issuable. ASC 470-20-35-1 states that
the excess of the number of shares issuable multiplied by the commitment date stock price of the common shares results in the
incremental intrinsic value to be recognized as a contingent beneficial conversion feature (“BCF”). Example 5 in ASC 470-20-55-22 provides implementation guidance on
the application of paragraph ASC 470-20-35-1.

A literal read of
paragraph ASC 470-20-35-1 might indicate that any downward adjustment of the conversion price may require recognition as a
contingent BCF. The Company considered an alternative interpretation of this paragraph when adopting its policies for measuring
contingent BCFs. The alternative interpretation, or the “intrinsic measurement model”, only measures a contingent BCF in
the event that the conversion price is reduced sufficiently below the commitment date stock price in order to create a BCF when
there was no BCF prior to the adjustment. The intrinsic measurement model would measure a contingent BCF based on the degree to
which an intrinsic value is actually created as a result of a downward adjustment of the conversion price. In Example 5, there was
no BCF recorded at inception because the conversion price was exactly equal to the commitment date stock price. When the conversion
price was reduced, this created an intrinsic value between the commitment date stock price and the adjusted conversion price that
could either be measured using the mechanics in ASC 470-20-31-1 or using an intrinsic value measurement, which is the alternative
measurement approach described in ASC 470-20-55-24. Measuring a contingent BCF based on the incremental shares issuable or the
alternative intrinsic value calculation results in the same answer if the conversion price is already at or below the commitment
date stock price. However, the intrinsic value method will result in a different calculation, or potentially no BCF at all, if the
original effective conversion price is greater than the commitment date stock price. The intrinsic value method is also support by
the measurement guidance in ASC 470-20-35-4 and Example 4 in ASC 470-20-55-19A through 21 in which the contingent BCF is measured
based on the actual intrinsic value. Prior to the Company's adoption of ASU 2020-06, its accounting policy was to measure a
contingent BCF based on the actual intrinsic value (if any) between the commitment date stock price and the adjusted conversion
price. The Company advises the Staff that it has modified the disclosure on F-88 to clarify this policy. We understand that, in
practice, accounting professionals have generally acknowledged these alternative measurement models and agree that the intrinsic
measurement model (as illustrated in Example 4 in ASC 470-20-55-19A through 21) is a more accurate measurement of a contingent BCF
when the original conversion price is greater than the commitment date stock price. Upon the Company's early adoption of ASU 2020-06 as of January 1, 2021, the Company's intrinsic measurement model policy to analyze potential
BCF's was no longer applicable (as the BCF model had been eliminated).

The table below presents the calculations of the
potential BCFs, using the intrinsic value method, for each issue of preferred stock, both before and after the down round adjustments
were triggered. The Company noted that there was no discount or other securities offered to investors who purchased shares of Series
A, B and C redeemable convertible preferred stock issued prior to 2019. However, Series C redeemable conversion preferred stock issued
in 2019 was issued in bundled transactions with shares of common stock. Although each investor paid $5.524 per share of Series C redeemable
convertible preferred stock purchased, the investors who purchased shares in 2019 were entitled to bonus shares of common stock based
on the number of shares of preferred stock each investor purchased. Therefore, to recognize the multiple element transaction, the Company
allocated proceeds received on a relative fair value basis between the shares of redeemable convertible preferred stock purchased and
shares of common stock issued to each investor, on an investor-by-investor basis. The result was that the shares of Series C issued in
2019 were recognized with varying discounts based on whether a particular investor was entitled to a larger or smaller common share bonus.
This results in a range of effective conversion prices, calculated in accordance with ASC 470-20-30-5 for multiple element transactions,
associated with each investor in the 2019 Series C fundraising. The Company therefore assessed the contingent beneficial conversion feature
for each investor separately and presented the lowest and highest effective conversion prices in the table below. The Company advises
the staff that there is no incremental intrinsic value that resulted from the triggered down-round provision of the conversion features
of Series A, B and C redeemable convertible preferred stock as the adjusted effective conversion prices exceeded the common stock fair
value at the commitment date, respectively.

Contingent BCF Assessment on Down-round:

BCF Calculation Before and After the Conversion Rate Adjustment

    Contractual Issue
 Price (a)
    Applicable
 Discount (b)
    Effective Issuance
 Price for Accounting
 Purposes
 (c = a-b)
    Original
 Conversion Rate
 (d)
    Effective
 Conversion Price
 at Issuance
 (e = c/d)
    Conversion Rate after
 Down-round
 Adjustments  (f)
    New Effective
 Conversion Price
 (g = c/f)
    Fair Value of Common
 Stock at Commitment
 Date (h)
    Conclusion for
 Contingent Beneficial
 Conversion Feature
 (is g<h)

    Series A
    $ 2.928
    $ -
    $ 2.928
      1.00
    $ 2.928
      2.178
    $ 1.344
    $ 0.71
    No BCF

    Series B
    $ 3.851
    $ -
    $ 3.851
      1.00
    $ 3.851
      2.273
    $ 1.694
    $ 1.22
    No BCF

    Series C - 2018
    $ 5.524
    $ -
    $ 5.524
      1.00
    $ 5.524
      2.371
    $ 2.330
    $ 2.01
    No BCF

    Series C - 2019 (Low)
    $ 5.524
    $ 2.520
    $ 3.004
      1.00
    $ 3.004
      2.371
    $ 1.267
    $ 0.80
    No BCF

    Series C - 2019 (High)
    $ 5.524
    $ 1.946
    $ 3.578
      1.00
    $ 3.578
      2.371
    $ 1.509
    $ 0.80
    No BCF

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact Christian Nagler at (212) 446-4660 of
Kirkland & Ellis LLP.

    Sincerely,

    /s/ Matthew Walters

    Matthew Walters

    Chief Executive Officer

Via E-mail:

    cc:
    Christian O. Nagler

    Kirkland & Ellis LLP

United States securities and exchange commission logo
August 2, 2021
Matthew Walters
Chief Executive Officer
JAWS Spitfire Acquisition Corp
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
Re:JAWS Spitfire Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-4
Filed July 20, 2021
File No. 333-256057
Dear Mr. Walters:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4 filed July 20, 2021
Notes to Unaudited Pro Forma Condensed Combined Financial Information
4. New Velo3D Earnout Shares, page 181
1.We note on page 105 that on July 20, 2021, the parties amended the Business
Combination Agreement to make certain clarifying changes to defined terms that relate to
how the Per Share Consideration and the Earnout Shares are allocated among the pre-
closing company equity holders.  Please tell us how this amendment impacted your pro
forma presentation, if at all.

 FirstName LastNameMatthew Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 August 2, 2021 Page 2
 FirstName LastName
Matthew Walters
JAWS Spitfire Acquisition Corp
August 2, 2021
Page 2
Velo3D's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Information, page 226
2.We note that you deleted the paragraph explaining management's reasons for its
presentation and use of the non-GAAP measure titled "Adjusted EBITDA as a percent of
revenue."  Please disclose the information required pursuant to Item 10(e)(1)(i)(C)-(D) of
Regulation S-K.
Velo3D, Inc -Notes to Condensed Financial Statements
13. Equity Instruments
Rights, Preferences and Privileges of Redeemable Convertible Preferred Stock
Anti-dilution Provisions, page F-88
3.Pending the effective date of ASU 2020-06, tell us how you considered the guidance in
ASC 470-20-35-1 and Example 5 in ASC 470-20-55-22 through 24 to measure the
incremental intrinsic value that resulted from the triggered contingent conversion features
of Series A, B and C redeemable convertible preferred stock.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christian Nagler, Esq.

CORRESP
1
filename1.htm

JAWS Spitfire Acquisition Corp

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

July 20, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathryn Jacobson

    Re:
    JAWS Spitfire Acquisition Corp

    Amendment No. 1 to Form S-4

    Filed June 29, 2021

    File No. 333-256057

Ladies and Gentlemen:

This letter sets forth responses
of JAWS Spitfire Acquisition Corp (the “Company”) to the comments of the staff of the Division of Corporation Finance (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated July
15, 2021, with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”).

The text of the Staff’s
comments have been included in this letter for your convenience, and the Company’s responses to the comments have been provided
immediately thereafter.

In addition, the Company has
revised the Registration Statement in response to the Staff’s comment and the Company is concurrently with this letter publicly
filing an amendment to the Registration Statement, which reflects these revisions (the “Amendment”). Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4 filed
June 28, 2021

Selected Historical Financial Information of Velo3D

Adjusted EBITDA as a percent of revenue, page 24

1.        Staff’s comment: Regarding your disclosure of Adjusted EBITDA
as a percent of revenue presented hereunder and elsewhere in your filing, please present with equal or greater prominence, the most
directly comparable financial measure calculated and presented in accordance with GAAP. Include a reconciliation to such GAAP measure.
Refer to Item 10(e)(1)(i)(A)-(B) of Regulation S-K and footnote 27 of the SEC’s Adopting Release titled “Conditions for Use
of Non-GAAP Financial Measures” (Release No. 33-8176).

Response:
The Company advises the Staff that it revised page 23 under the section “Selected Historical Financial Information of
Velo3D” and pages 224 and 225 under the section “Velo3D's Management's Discussion and
Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Information” in response to the
Staff’s comment. The revised table prominently begins with the GAAP measures "Revenue" and "Net loss" and reconciles "Net
loss" to "Adjusted EBITDA", including a new column for the "as a percentage of revenue" analysis and reconciliation. The Company
believes “Net loss as a percent of revenue” is the most direct comparable financial measure for “Adjusted EBITDA
as a percent of revenue”.

Information About Velo3D

Industry Background, page 203

2.         Staff’s comment: We note your response to prior comment 14.
Please disclose the third-party sources from which you obtained information about the high-value metal parts and high-value metal
AM markets.

Response: The Company advises the
Staff that it has revised the disclosure on pages iii and 203 in response to the Staff’s comment.

Velo3D, Inc. Condensed Financial Statements

Summary of Significant Accounting Policies

Revenue Recognition

Recurring Payment (operating lease revenue from customers), page
F-49

3.         Staff’s comment: We note on page 203 that recurring payment transactions
fall into two categories: a leased 3D printer transaction and a sale and utilization fee model.  Please separately address each
category of recurring payment transactions, including the respective variable consideration.  Additionally, tell us why revenue recognition
commences upon completion of the site acceptance test under the recurring payment model but upon shipping point or delivery to the
customer destination in a sale of the 3D Printer and bundled software (i.e., before the site acceptance test).

Response: The
Company advises the Staff that  it has modified page 203 to clarify that, through the period ended March 31, 2021, the Company
has not entered into any recurring payment transactions under the sale and utilization fee model. As such, this model has not been included
within the disclosures on F-50 and F-75.

Variable
Consideration:  When a customer exceeds certain print hours under a leased 3D printer transaction, there is a usage fee.
As customers adopt the technology, the annual print hours is anticipated to increase which will trigger the usage fee. Through July 20, 2021, no customer has exceeded the allotted print hours and therefore there has been no variable consideration recognized
to date.

We have also added disclosure of accounting for the usage fee on page F-50 and F-75. In accordance with ASC 842-20-55-1, “The variable
payments are recognized when the event determining the amount of variable consideration to be paid occurs.” Only when the print
hours exceed limits set forth in the contract will there be any variable consideration.

Recurring Payment Revenue
Recognition: Revenue recognition for our operating leases begins upon lease commencement in accordance with ASC 842. Per our lease
terms, commencement begins upon completion of the site acceptance test. The revenue is recognized straight-line over the term of the
operating lease.

Product sales: For
the 3D Printer and bundled software, revenue is recognized at a point in time, which occurs upon transfer of control to the customer
at shipment in accordance with ASC 606. Control of the 3D Printer products passes to the customer, which occurs either upon shipping
point or delivery to the customer destination, depending upon terms included in the particular customer arrangement.

Velo3D considers
the SAT a technical acceptance formality as the 3D Printer is validated to customer specifications during the FAT (prior to SAT) and
has assessed that the contractual customer acceptance clause is perfunctory.

Equity Instruments

Rights, Preferences and Privileges of Redeemable Convertible Preferred
Stock

Anti-dilution Provisions, page F-88

4.         Staff’s comment: Please make clear if the anti-dilution provisions
as described hereunder constitute standard or down-round provisions.  In the case of the latter, please disclose whether they
were triggered for the Series A, B and C convertible preferred stock when the Series D convertible preferred stock were issued and how
they were given effect in the historical and pro forma financial statements. In this regard, we note the conversion of Redeemable Convertible
Preferred Stock into common stock at a conversion ratio of 3:1 upon the issuance of Series D Redeemable Convertible Preferred Stock
(F-86). At December 31, 2019, the conversion ratio was 1:1 for all series (F-87).

Response: The Company believes in regards to the last sentence of the comment that
the Staff is referencing the following caption in Note 13 to Velo3D’s audited financial statements: “Conversion
of Redeemable Convertible Preferred Stock into Common Stock at a conversion ratio of 3:1 and Issuance of Series D Redeemable Convertible
Preferred Stock”. The first part of this caption does not refer to the standard conversion provisions of Velo3D’s
preferred stock. Instead, the first part of this caption refers to a special mandatory conversion provision that was adopted in Velo3D’s
charter in connection with the Series D financing. The purpose of this provision was to incentivize the existing holders of the Series
A, B and C redeemable convertible preferred stock to participate in the Series D financing and invest their pro rata amount in such financing.
Existing holders who so participated in the Series D financing retained their existing shares of redeemable convertible preferred stock.
Existing holders who did not so participate had their existing shares of redeemable convertible preferred stock automatically converted
into shares of common stock at ratio of three to one. The amendment and mandatory conversion were recognized as an extinguishment of the
converted preferred stock. The amendment and conversion and the related accounting is discussed in detail in the first and second paragraphs
under this caption, on page F-88 of the Registration Statement.

The Company advises the Staff that it has revised
the disclosure on page F-88 in response to the Staff's comments. The Company further advises the Staff that the terms of Velo3D’s
series of redeemable convertible preferred stock contain standard anti-dilution provisions and down-round provisions. These down-round
provisions result in conversion rate adjustments when a corporation issues securities at prices that are below the then existing conversion
prices of the relevant series of preferred stock. Because the price per share of the Series D financing was less than the price per share
of the Series A, B and C redeemable convertible preferred stock, these down-round provisions were triggered and resulted in conversion
price adjustments to the shares of Series A, B and C redeemable convertible preferred stock that were not converted into shares of common
stock in connection with the Series D financing. The Company advises the Staff that it has revised the disclosures with both “Conversion
rights” and “Anti-dilution Provisions” on page F-88 in response to the Staff’s comment. The conversion
prices as of December 31, 2020, which reflect the historical impact of such adjustments, are disclosed on page  F-88 of the
Registration Statement.

The Company references to page F-88, our anti-dilution provisions disclosure, which states “The conversion price of the Company's
redeemable convertible preferred stock is subject to adjustment to prevent dilution in the event that the Company issues additional shares
of preferred stock, common stock or common stock equivalents at a purchase price less than the then effective conversion price, as provided
in the agreements.”

The Company references further to page F-88, our conversion rights disclosure, which states “As a result, the conversion ratio
for each of Series A, Series B, Series C, and Series D redeemable convertible preferred stock into common stock was 2.178, 2.273, 2.371
and 1.000, respectively, as of December 31, 2020 and 1:1 for all Series as of December 31, 2019.”

The Company respectfully notes that as the conversion price adjustments were triggered prior to the adoption of Accounting Standards Update
2020-06, the Company assessed and concluded that no contingent beneficial conversion features were required to be recorded as the effective
conversion prices of all affected shares were still greater than the original commitment date common stock prices for each respective
share of Series A, B, and C redeemable convertible preferred stock being adjusted.

The Company also notes that since there was no significant impact to the historical financial statements as a result of the conversion
price adjustments, the only impact to the pro forma financial statements was to use the anticipated conversion price for purposes of determining
the illustrative pro forma exchange ratio, as disclosed on page 164.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact Christian Nagler at (212) 446-4660 of
Kirkland & Ellis LLP.

    Sincerely,

    /s/ Matthew Walters

    Matthew Walters

    Chief Executive Officer

Via E-mail:

    cc:
    Christian O. Nagler

    Kirkland & Ellis LLP

United States securities and exchange commission logo
July 15, 2021
Matthew Walters
Chief Executive Officer
JAWS Spitfire Acquisition Corp
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
Re:JAWS Spitfire Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed June 29, 2021
File No. 333-256057
Dear Mr. Walters:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 11, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed June 28, 2021
Selected Historical Financial Information of Velo3D
Adjusted EBITDA as a percent of revenue, page 24
1.Regarding your disclosure of Adjusted EBITDA as a percent of revenue
presented hereunder and elsewhere in your filing, please present with equal or greater
prominence, the most directly comparable financial measure calculated and presented in
accordance with GAAP. Include a reconciliation to such GAAP measure. Refer to Item
10(e)(1)(i)(A)-(B) of Regulation S-K and footnote 27 of the SEC’s Adopting Release
titled “Conditions for Use of Non-GAAP Financial Measures” (Release No. 33-8176).

 FirstName LastNameMatthew Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 July 15, 2021 Page 2
 FirstName LastName
Matthew Walters
JAWS Spitfire Acquisition Corp
July 15, 2021
Page 2
Information About Velo 3D
Industry Background, page 203
2.We note your response to prior comment 14.  Please disclose the third-party sources from
which you obtained information about the high-value metal parts and high-value metal
AM markets.
Velo3D, Inc. Condensed Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition
Recurring Payment (operating lease revenue from customers), page F-49
3.We note on page 203 that recurring payment transactions fall into two categories: a leased
3D printer transaction and a sale and utilization fee model.  Please separately address each
category of recurring payment transactions, including the respective variable
consideration.  Additionally, tell us why revenue recognition commences upon completion
of the site acceptance test under the recurring payment model but upon shipping point or
delivery to the customer destination in a sale of the 3D Printer and bundled software (i.e.,
before the site acceptance test).
13. Equity Instruments
Rights, Preferences and Privileges of Redeemable Convertible Preferred Stock
Anti-dilution Provisions, page F-88
4.Please make clear if the anti-dilution provisions as described hereunder constitute standard
or down-round provisions.  In the case of the latter, please disclose whether they were
triggered for the Series A, B and C convertible preferred stock when the Series D
convertible preferred stock were issued and how they were given effect in the historical
and pro forma financial statements. In this regard, we note the conversion of Redeemable
Convertible Preferred Stock into common stock at a conversion ratio of 3:1 upon the
issuance of Series D Redeemable Convertible Preferred Stock (F-86). At December 31,
2019, the conversion ratio was 1:1 for all series (F-87).

 FirstName LastNameMatthew Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 July 15, 2021 Page 3
 FirstName LastName
Matthew Walters
JAWS Spitfire Acquisition Corp
July 15, 2021
Page 3
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jeff Kauten, Staff
Attorney, at (202) 55-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christian Nagler, Esq.

CORRESP
1
filename1.htm

JAWS Spitfire Acquisition Corp

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

June 28, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathryn Jacobson

    Re:
    JAWS Spitfire Acquisition Corp

    Amendment No. 1 to Form S-4

    Filed May 13, 2021

    File No. 333-256057

Ladies and Gentlemen:

This letter sets forth responses of JAWS Spitfire
Acquisition Corp (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated June 11, 2021, with respect
to the above referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”).

The text of the Staff’s comments have been
included in this letter for your convenience, and the Company’s responses to the comments have been provided immediately thereafter.

In addition, the Company has revised the Registration
Statement in response to the Staff’s comment and the Company is concurrently with this letter publicly filing an amendment to the
Registration Statement, which reflects these revisions (the “Amendment”). Unless otherwise indicated, capitalized terms used
herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

1.            Staff’s
comment: Please include a brief description of the PIPE financing and the sponsor support letter.

Response: The Company advises the
Staff that it has revised the disclosure on the cover page in response to the Staff’s comment.

Questions and Answers for the Shareholders of JAWS Spitfire, page
v

 2.            Staff’s comment: Please add a question and answer discussing the PIPE financing.

Response: The Company advises the
Staff that it has revised the disclosure on page  x in response to the Staff’s comment.

Summary of the Proxy Statement/Prospectus

Company Overview, page 1

3.            Staff’s
comment: Please disclose the number of customers for the periods presented and that SpaceX represented
74.9% and 40.8% of Velo3D ’s revenue for the fiscal years ended December 31,
2019 and 2020, respectively.

Response: The Company advises
the Staff that it has revised the disclosure on pages 2, 33 and 209 in response to the Staff’s comment. Further
details have also been added to distinguish customers by 3D Printer sales, and customers including part sales and other
services.

Related Agreements, page 8

4.            Staff’s
comment: Please disclose the percentage of the voting power of Velo3D
that is subject to the transaction support agreements.

Response: The Company advises the
Staff that it has revised the disclosure on pages 9 and 101  in response to the Staff’s comment.

Risk Factors

We expect to rely on a limited number of customers..., page 31

 5.            Staff’s comment: Please clarify that SpaceX was the single customer that accounted for 40.8% and 74.9% of your revenues for the fiscal years ended December 31, 2020 and 2019. Also, briefly describe the material terms of your agreement with SpaceX including the term and any material termination provisions and file this agreement as an exhibit to your registration statement. Refer to Item 601 (b)(10)(ii)(B) of Regulation S-K.

Response: The Company advises
the Staff that it has revised the disclosure on page 33  in response to the Staff’s comment. The Company advises the Staff
that there is no material agreement that governs the customer relationship with SpaceX, as purchases are done via purchase order in
the ordinary course of business subject to standard terms and conditions that are substantially the same as with other customers,
which are cancellable at any time, and therefore the Company has not filed any agreement related to the SpaceX customer
relationship.

The Business Combination Proposal

Background to the Business Combination, page 100

 6.            Staff’s comment: Please disclose the reasons why the board determined not to proceed with any of the three other potential business combinations that you reference on page 102.

Response: The Company advises the
Staff that it has revised the disclosure on page 104 in response to the Staff’s comment.

The JAWS Spitfire Board's Reasons for the Business Combination,
page 104

7.            Staff’s
comment: Please clarify whether Velo3D’s history
of net losses was a factor considered by the board.

Response: The Company advises the
Staff that it has revised the disclosure on page 107 in response to the Staff’s comment.

Material U.S. Federal Income Tax Consequences of the Domestication
to JAWS Spitfire Shareholders, page 146

 8.            Staff’s comment: Please revise to clearly state that the disclosure in this section is the opinion of counsel and identify the opinions being rendered. For guidance, refer to Item III.B.2 of Staff Legal Bulletin No. 19.

Response: The Company advises the
Staff that it has revised the disclosure on page  149 in response to the Staff’s comment.

Description of the Business Combination Agreement, page 162

 9.           Staff’s comment: Please quantify the Per Share Consideration and Adjusted Equity Value as described hereunder. Further explain the nature of the adjustment to Equity Value.

Response: The Company advises the
Staff that it has revised the disclosure on page 164  in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information, page
162

 10.          Staff’s comment: Please update your presentation to include pro forma financial information derived from the financial statements of JAWS Spitfire and Velo3D as of March 31, 2021. Refer to Article 11-02(c) of Regulation S-X.

Response: The Company advises the
Staff that it has updated its presentation to include pro forma financial information as of March 31, 2021 in response to the Staff’s
comment.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 168

11.          Staff’s
comment: In light of the material transactions that will impact Velo3D,
please present the Velo3D balance
sheet on a pro forma basis prior to giving effect to the merger with Jaws Spitfire so that the balance sheet of the entity for which
the Jaws Spitfire shareholders are considering investing in is transparent. In a separate pro forma adjustment column following the Velo3D
historical balance sheet, it appears at a minimum you should make adjustments to give effect to:

 • the conversion
                                            of the Velo3D preferred stock into common stock;

 • the issuance of a $5.0 million note payable to an investor
in January 2021;

 • the elimination of the of the preferred stock warrant liability;
and

 • the preliminary estimated fair value of the Earnout Shares
                                            contingently issuable to the Eligible Velo3D Equity holders.

Response: The Company
advises the Staff that it has updated the pro forma balance sheet to present  a separate pro forma adjustment column for Velo3D as well
as for JAWS Spitfire. The Velo3D pro forma adjustments include, but are not limited to, the following:

 • Adjustment (J) for the conversion of the Velo3D preferred stock into common stock; and

 • Adjustment (F) for the elimination of the preferred stock warrant liability.

The $5.0 million note payable to an investor was issued on January 4, 2021, and is now included in Velo3D’s historical financial
information within the unaudited pro forma condensed combined balance sheet as of March 31, 2021.

The Company further advises the Staff
that the following items are presented in the Merger pro forma adjustment column, and not included under the Velo3D pro forma adjustment
column as noted in your comment:

 • The estimated fair value of the Earnout Share liability is reported
in the Merger Pro Forma Adjustments, as this liability occurs only upon completion of the Merger. Adjustment (G) and (P), respectively,
represent the preliminary estimated fair value of the Earnout Shares contingently issuable to the Eligible Velo3D Equityholders under
the no redemption scenario and the maximum redemption scenarios.

Unaudited Pro Forma Condensed Combined Statement of Operations,
page 171

12.
      Staff’s comment: Please present pro forma information only through income from continuing
operations (excluding extinguishment of redeemable convertible preferred stock). Refer to the pro forma implementation guidance in Article
11-02(b)(1) of Regulation S-X.

Response: The Company advises the
Staff that it has revised its presentation to conform to guidance in Article 11-02(b)(1) of Regulation S-X. The line item extinguishment
of redeemable convertible preferred stock has been removed.

13.         Staff’s
comment: Present Velo3D on a pro forma basis prior
to presenting the pro forma effects of the merger with JAWS Spitfire. In this regard, it appears you should give effect to:

 • the recapitalization
                                            of Velo3D;

 • the estimated incremental stock-based compensation for the Earnout Shares issuable to holders of employee stock options under the
two scenarios; and

 • the interest expense related to the $5.0 million convertible
note payable.

Response: The Company
advises the Staff that it has updated the pro forma statement of operations to present both JAWS Spitfire and Velo3D on a pro
forma basis prior to presenting the pro forma effects of the Merger.

For the Velo3D pro forma the following adjustments
include, but are not limited to, the following:

 • Adjustment (CC) and (HH), respectively, represent the interest expense related to the convertible note payable under the no redemption
scenario and adjustment for the maximum redemption scenario for the year ended December 31, 2020; and

 • The $5.0 million note payable to an investor was issued on January 4, 2021. The interest expense is now included in Velo3D’s
historical financial information within the unaudited pro forma condensed combined statement of operations as of March 31, 2021.

The following items are not included under the Velo3D
pro forma adjustment column as noted in your comment.

 • There is no adjustment for the recapitalization of Velo3D ; and

 • The stock-based compensation for the Earnout Shares is presented under the Merger Pro Forma Adjustments, as this occurs only upon
the completion of the Merger. Adjustments (AA) and (FF), and (KK) and (NN), respectively, represent the incremental stock-based compensation
under the no redemption scenario and the maximum redemption scenario for the year ended December 31, 2020 and the three months ended March
31, 2021, respectively.

Information About Velo3D

Industry Background, page 198

14.
      Staff’s comment: Please disclose the method by which the board calculated that the
high-value metal parts market is approximately $100 billion and that the high-value metal AM market is $2 billion.

Response: The Company advises the
Staff that it has revised the disclosure on page 203  in response to the Staff’s comment.

Our Competitive Strengths, page 202

15.
      Staff’s comment: You disclose that you have built relationships with blue chip customers
across your target industries. Please clarify whether the companies named in this section are current customers and whether they represent
a material portion of your revenue. In this regard, we note that you have named eight customers here and you state elsewhere in the prospectus
that you had seven customers as of December 31, 2020. Please disclose the number of customers as of March 31, 2021.

Response: The Company advises
the Staff that it has revised the disclosure on page 207 in response to the Staff’s comment. Except for SpaceX, the
customers named in this section do not represent a material portion of Velo3D’s revenue. The Company further
advises the Staff that it has revised the disclosure on pages 2 and 209 in response to the Staff’s comment to disclose its
number of customers as of March 31, 2021.

Management of New Velo3D following the Business Combination

Potential Payments Upon Termination or Change in Control, page 237

 16.          Staff’s comment: Please file Mr. McCombe’s offer letter as an exhibit to your registration statement. Refer to Item 601 (b)(10)(iii)(A) of Regulation S-K.

Response: The Company advises the
Staff that it has filed the offer letter with Mr. McCombe as an exhibit as requested.

Summary of Significant Accounting Policies

Revenue Recognition, page F-33

 17.         Staff’s comment: Please make clear if the transfer of control to the customer occurs over time or at a point in time. Refer to ASC 606-10-25-24. Additionally, please tell us how you evaluated the effect of a contractual customer acceptance clause on when control of an asset is transferred. Refer to ASC 606-10-25-30(e).

Response: The Company advises
the Staff that it has clarified the policies regarding Revenue Recognition on pages 229, F-50, F-51 and F-75. Velo3D’s
accounting policies with respect to revenue recognition are as follows:

For the 3D Printer and bundled software, revenue
is recognized at a point in time, which occurs upon transfer of control to the customer at shipment. Control of the 3D Printer
products passes to the customer, which occurs either upon shipping point or delivery to the customer destination, depending upon terms
included in the particular customer arrangement.

Velo3D’s revenue arrangements
generally have one price for all deliverables including the 3D Printer and bundled software, and one for the Support Services. Typically,
Velo3D has one performance obligation to transfer the 3D Printers and bundled software, which in some cases are governed by
a master sales agreement, and another distinct obligation to provide the Support Services.

Prior to the 3D Printers being shipped or delivered
to the customer location, Velo3D performs technical qualification to ensure the 3D Printer operates in conformity with the
specifications of the product. This process is called Velo3D’s factory acceptance test, “FAT”, which is
a detailed 150 page checklist. Once the FAT is completed the 3D printer is loaded into crates for shipment. At the customer location,
Velo3D performs a secondary technical qualification called the site acceptance test, “SAT”, to ensure the 3D Printer
operates in conformity with the specifications of the product.

3D Printers delivered by Velo3D to
its customers involve situations where Velo3D has objectively determined that control has been transferred to the customer
in accordance with the agreed-upon specifications in a contract as described in ASC 606-10-55-86, “In accordance with paragraph
606-10-25-30(e), a customer’s acceptance of an asset may indicate that the customer has obtained control of the asset. Customer
acceptance clauses allow a customer to cancel a contract or require an entity to take remedial action if a good or service does not meet
agreed-upon specifications. An entity should consider such clauses when evaluating when a customer obtains control of a good or service.”
Velo3D considers the SAT a technical acceptance formality as the 3D Printer is validated to customer specifications during
the FAT (prior to SAT), and has assessed that the contractual customer acceptance clause is perfunctory.

Through March 31, 2021, Velo3D has
sold 21 3D Printers to customers (excluding the operating leases), with all printers passing SAT.

Stock Option Plan and Stock-based Compensation, page F-49

 18.                 Staff’s comment: Please explain to us why it would be appropriate to use the Backsolve, or
Option Pricing Method ("0PM") to determine enterprise value since it does not appear that the recent Series D financing on which
it was premised could be considered an arms' length transaction. In this regard, w

United States securities and exchange commission logo
June 11, 2021
Matthew Walters
Chief Executive Officer
JAWS Spitfire Acquisition Corp
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
Re:JAWS Spitfire Acquisition Corp
Registration Statement on Form S-4
Filed May 13, 2021
File No. 333-256057
Dear Mr. Walters:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed on May 13, 2021
Cover Page
1.Please include a brief description of the PIPE financing and the sponsor support letter.
Questions and Answers for the Shareholders of JAWS Spitfire , page v
2.Please add a question and answer discussing the PIPE financing.
Summary of the Proxy Statement/Prospectus
Company Overview, page 1
3.Please disclose the number of customers for the periods presented and that SpaceX
represented 74.9% and 40.8% of Velo 3D ’s revenue for the fiscal years ended December

 FirstName LastNameMatthew  Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 June 11, 2021 Page 2
 FirstName LastNameMatthew  Walters
JAWS Spitfire Acquisition Corp
June 11, 2021
Page 2
31, 2019 and 2020, respectively.
Related Agreements, page 8
4.Please disclose the percentage of the voting power of Velo 3D that is subject to the
transaction support agreements.
Risk Factors
We expect to rely on a limited number of customers..., page 31
5.Please clarify that SpaceX was the single customer that accounted for 40.8% and 74.9% of
your revenues for the fiscal years ended December 31, 2020 and 2019.  Also, briefly
describe the material terms of your agreement with SpaceX including the term and any
material termination provisions and file this agreement as an exhibit to your registration
statement.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.
The Business Combination Proposal
Background to the Business Combination, page 100
6.Please disclose the reasons why the board determined not to proceed with any of the three
other potential business combinations that you reference on page 102.
The JAWS Spitfire Board's Reasons for the Business Combination, page 104
7.Please clarify whether Velo 3D’s history of net losses was a factor considered by the
board.
Material U.S. Federal Income Tax Consequences of the Domestication to JAWS Spitfire
Shareholders, page 146
8.Please revise to clearly state that the disclosure in this section is the opinion of counsel
and identify the opinions being rendered.  For guidance, refer to Item III.B.2 of Staff
Legal Bulletin No. 19.
Description of the Business Combination Agreement, page 162
9.Please quantify the Per Share Consideration and Adjusted Equity Value as described
hereunder. Further explain the nature of the adjustment to Equity Value.
Unaudited Pro Forma Condensed Combined Financial Information, page 162
10.Please update your presentation to include pro forma financial information derived from
the financial statements of JAWS Spitfire and Velo3D as of March 31, 2021. Refer to
Article 11-02(c) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 168
11.In light of the material transactions that will impact Velo 3D, please present the Velo

 FirstName LastNameMatthew  Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 June 11, 2021 Page 3
 FirstName LastNameMatthew  Walters
JAWS Spitfire Acquisition Corp
June 11, 2021
Page 3
3D balance sheet on a pro forma basis prior to giving effect to the merger with Jaws
Spitfire so that the balance sheet of the entity for which the Jaws Spitfire shareholders are
considering investing in is transparent.  In a separate pro forma adjustment
column following the Velo 3D historical balance sheet, it appears at a minimum you
should make adjustments to give effect to:
•the conversion of the Velo 3D preferred stock into common stock;
•the issuance of a $5.0 million note payable to an investor in January 2021;
•the elimination of the of the preferred stock warrant liability; and
•the preliminary estimated fair value of the Earnout Shares contingently issuable to the
Eligible Velo 3D Equityholders.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 171
12.Please present pro forma information only through income from continuing operations
(excluding extinguishment of redeemable convertible preferred stock).  Refer to the pro
forma implementation guidance in Article 11-02(b)(1) of Regulation S-X.
13.Present Velo 3D on a pro forma basis prior to presenting the pro forma effects of the
merger with Jaws Spitfire.  In this regard, it appears you should give effect to:
•the recapitalization of Velo 3D;
•the estimated incremental stock-based compensation for the Earnout Shares issuable
to holders of employee stock options under the two scenarios; and
•the interest expense related to the $5.0 million convertible note payable.
Information About Velo 3D
Industry Background, page 198
14.Please disclose the method by which the board calculated that the high-value metal parts
market is approximately $100 billion and that the high-value metal AM market is $2
billion.
Our Competitive Strengths, page 202
15.You disclose that you have built relationships with blue chip customers across your target
industries.  Please clarify whether the companies named in this section are current
customers and whether they represent a material portion of your revenue.  In this regard,
we note that you have named eight customers here and you state elsewhere in the
prospectus that you had seven customers as of December 31, 2020.  Please disclose the
number of customers as of March 31, 2021.

Management of New Velo 3D following the Business Combination
Potential Payments Upon Termination or Change in Control, page 237
16.Please file Mr. McCombe’s offer letter as an exhibit to your registration statement.  Refer
to Item 601(b)(10)(iii)(A) of Regulation S-K.

 FirstName LastNameMatthew  Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 June 11, 2021 Page 4
 FirstName LastNameMatthew  Walters
JAWS Spitfire Acquisition Corp
June 11, 2021
Page 4
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-33
17.Please make clear if the transfer of control to the customer occurs over time or at a point
in time.  Refer to ASC 606-10-25-24.  Additionally, please tell us how you evaluated the
effect of a contractual customer acceptance clause on when control of an asset is
transferred.  Refer to ASC 606-10-25-30(e).
14. Stock Option Plan and Stock-based Compensation, page F-49
18.Please explain to us why it would be appropriate to use the Backsolve, or Option Pricing
Method ("OPM") to determine enterprise value since it does not appear that the recent
Series D financing on which it was premised could be considered an arms' length
transaction.  In this regard, we note that the parties to the Series D financing were existing
investors; thus, the financing could be deemed as an extension of a previous funding
transaction.  Please revise your methodology or tell us why you believe that the resultant
fair values used were appropriate.

In your response, please also explain to us why the Series D original issue price
significantly declined relative to that of Series C (i.e., from $5.524 to $.375 on page F-43).
19.Please provide us a schedule of the grant dates for the 25.7 million stock options
awarded during 2020 and subsequent grants in 2021 if any, as well as the dates of the
respective valuation reports and fair value assessments.  Considering the significant
decline in the 2020 fair value of the underlying stock compared to 2019, please describe
the factors that contributed to such decline, including any intervening events within the
Company or changes in your valuation assumptions or methodology.
20.Please provide us a comparative analysis of the resultant fair values of Velo3D’s stock
determined through other contemporaneous third party valuations and methodologies, if
any, including significant assumptions regarding (but not  limited to) enterprise value,
various liquidity scenarios (i.e., IPO, sale, etc.) and respective probabilities, DLOMs and
average time to liquidity as of each 2020 option grant date.  We note your disclosure in
the second paragraph of page F-49.
21.Additionally, please explain the difference, if any, between the per share price of
Velo3D’s stock as derived from the (Adjusted) Equity Value or Implied Equity Value  per
Business Combination Agreement and the fair values of the stock as determined per
contemporaneous valuations during each of the stock option grant dates.

General
22.Please amend your filing to include the interim financial statements of Velo3D as of
March 31, 2021.
23.Please supplementally provide us with copies of all written communications, as defined in

 FirstName LastNameMatthew  Walters
 Comapany NameJAWS Spitfire Acquisition Corp
 June 11, 2021 Page 5
 FirstName LastName
Matthew  Walters
JAWS Spitfire Acquisition Corp
June 11, 2021
Page 5
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or
Robert Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jeffrey Kauten, Staff
Attorney at (202) 551-3447 or  Jan Woo, Legal Branch Chief at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christian Nagler, Esq.