Velo3D, Inc.

Velo3D, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Quarterly Report”) within the prescribed time period without unreasonable effort or expense. The Company requires additional time to finalize certain of the disclosures in its Quarterly Report, as well as the financial statements to be filed as part of the Quarterly Report. The additional time is required due to a lack of staff on the Company’s accounting team, a lack of financial resources available to the Company, which have impacted the Company’s ability to, among other things, finalize the Company’s financial statements and footnotes thereto in a timely manner, and the Company’s on-going evaluation of its ability to meet its financial obligations and continue as a going concern, for which the Company has concluded it has substantial doubt. The Company’s strategic review process remains ongoing. For the foregoing reasons, the Company requires additional time to complete the procedures relating to its third quarter reporting process, including the completion of the Company’s financial statements, and therefore the Company is unable to file the Quarterly Report by November 14, 2024, the prescribed filing due date for the Quarterly Report. The Company does not expect that it will file the Quarterly Report within the extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended

Velo3D, Inc. (the “Registrant”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense as a result of the following: (a) Management’s time devoted to negotiating and finalizing a proposed amendment to the Registrant’s senior secured notes due 2026. (b) The identification of an error related to revenue, contract assets, and other assets. This error, in conjunction with other previously identified immaterial errors impacting 2022 and 2021, will be revised. (c) The Registrant expects to report two additional material weaknesses related to the accounting of (i) debt and equity transactions and (ii) financial statement presentation and has expanded the description of two existing material weaknesses related to the accounting for inventory and contract assets. As a result, disclosure, controls and procedures will continue to be ineffective as of December 31, 2023. (d) The Registrant's on-going evaluation of its ability to continue as a going concern, for which the Registrant has concluded it has substantial doubt. The Registrant plans to file the Annual Report within the extension period, in compliance with Rule 12b-25

Subsequent to the Earnings 8-K referred to below, in connection with the preparation of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Quarterly Report”), Velo3D, Inc. (the "Registrant") determined that approximately $200,000 of revenues previously reported in the Earnings 8-K should have been deferred. As a result, the Registrant expects that it will not satisfy the minimum revenue covenant for the quarter ended September 30, 2023 in the Registrant’s senior secured convertible notes due 2026 (the “Notes”) when the Registrant finalizes its condensed consolidated financial statements as of and for the periods ended September 30, 2023 in connection with the filing of the Quarterly Report, which, if not waived, would result in an event of default under the Notes and allow the holders of the Notes to declare the Notes due and payable in cash in an amount equal to the Event of Default Acceleration Amount (as defined in the Notes). Since discovering the issue, the Registrant has been negotiating a proposed amendment to the Notes with the holders thereof, although the Registrant does not expect that a waiver or an amendment will be obtained prior to the extension period provided for within Rule 12b-25. As such, the Registrant will present the debt as current on the consolidated balance sheet and will include disclosure that the Company has substantial doubt about its ability to continue as a going concern. The Company expects to continue discussions with the holders of the Notes subsequent to filing the Form 10-Q; however, the Registrant may not be able to obtain a waiver or an amendment on favorable terms or at all. If a waiver or amendment is not agreed to by the holders of the Notes, the Registrant does not have sufficient capital to satisfy the outstanding principal and interest due

Velo3D, Inc. (the “Registrant”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Quarterly Report”) within the prescribed time period without unreasonable effort or expense as a result of management’s time devoted to completing a financing transaction, which has delayed the assembly and completion of the information necessary to complete and finalize the Quarterly Report. The Registrant plans to file the Quarterly Report within the extension period, in compliance with Rule 12b-25

Velo3D, Inc. (the “Registrant”) completed its merger with JAWS Spitfire Acquisition Corporation on September 29, 2021 (the “Merger”). As a result of the Merger, the Registrant requires additional time to obtain an updated valuation report and complete its contingent earnout liabilities valuation for the quarter ended September 30, 2021.The Registrant could not finalize and close its accounting and evaluate the related controls for the third quarter of 2021 with sufficient time to prepare and file the subject report in a timely manner. The Registrant plans to file the Quarterly Report within the extension period, in compliance with Rule 12b-25

JAWS Spitfire Acquisition Corporation (the “ Company ”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “ Quarterly Report ”) by the prescribed due date for the reasons described below. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “ SEC ”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“ SPACs ”)” (the “ SEC Statement ”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its public warrants and private placement warrants as equity, and concluded that, based on the SEC Statement, the public warrants and private placement warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period. The Company previously filed restated financial statements as of and for the period from September 11, 2020 through December 31, 2020 in Amendment No. 1 to its Annual Report on Form 10-K/A (the “ Restatement ”) on May 12, 2021. As a result of the considerable time and dedication of resources required to complete the Restatement, the Company is unable to file the Quarterly Report by the prescribed due date of May 17, 2021 without unreasonable effort or expense. The Company does, however, expect to file the Quarterly Report by May 24, 2021 (as the fifth calendar day after such prescribed due date is a Saturday)