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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
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FirstName  LastNameMatthew
JAWS Spitfire  Acquisition CorpWalters
Comapany
June       NameJAWS Spitfire Acquisition Corp
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         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
 Matthew Walters
FirstName  LastNameMatthew
JAWS Spitfire  Acquisition CorpWalters
Comapany
June       NameJAWS Spitfire Acquisition Corp
     11, 2021
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         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.
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FirstName  LastNameMatthew
JAWS Spitfire  Acquisition CorpWalters
Comapany
June       NameJAWS Spitfire Acquisition Corp
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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
 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,
FirstName LastNameMatthew Walters
                                                            Division of
Corporation Finance
Comapany NameJAWS Spitfire Acquisition Corp
                                                            Office of
Technology
June 11, 2021 Page 5
cc:       Christian Nagler, Esq.
FirstName LastName
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