VLD / Velo3D, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Velo3D, Inc. Announces Pricing of $17.5 Million Public Offering of Common Stock and Uplisting to Nasdaq Trading on the Nasdaq Capital Market Expected to Commence on August 19, 2025 Under the Ticker “VELO”

Exhibit 99.1 For Immediate Release Velo3D, Inc. Announces Pricing of $17.5 Million Public Offering of Common Stock and Uplisting to Nasdaq Trading on the Nasdaq Capital Market Expected to Commence on August 19, 2025 Under the Ticker “VELO” FREMONT, Calif., August 19, 2025 /PRNewswire/ — Velo3D, Inc. (“Velo” or the “Company”), a leading provider of additive manufacturing technologies for mission-cr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 Velo3D, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

VELO3D, INC. 5,833,333 Shares of Common Stock, par value $0.00001 per share Underwriting Agreement

Exhibit 1.1 VELO3D, INC. 5,833,333 Shares of Common Stock, par value $0.00001 per share Underwriting Agreement August 19, 2025 LAKE STREET CAPITAL MARKETS, LLC 121 South 8th Street, Suite 1000 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Velo3D, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Lake Street Capital Markets, LLC, in its capacity as representative of t

5,833,333 shares Velo3D, Inc. Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-289337 and 333-289706 PROSPECTUS 5,833,333 shares Velo3D, Inc. Common Stock Velo3D, Inc. (the “Company,” “Velo3D,” the “Registrant,” “we,” “our” or “us”) is offering 5,833,333 shares of common stock, $0.00001 par value per share, at a public offering price of $3.00 per share. This is a firm commitment underwritten offering. There is currently a

Calculation of Filing Fee Tables FORM S-1 (Form Type) VELO3D, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) VELO3D, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Fees to Be Paid Equity Common Stock

As filed with the Securities and Exchange Commission on August 19, 2025.

As filed with the Securities and Exchange Commission on August 19, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 3559 98-1556965 (State or other jurisdiction of incorporation or organization) (Primary Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 Velo3D, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VELO3D, INC. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VELO3D, INC. (Exact name of registrant as specified in its charter) Delaware 98-1556965 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2710 La

AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1 AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Senior Secured Convertible Promissory Note (this “Amendment”) is entered into as of August 14, 2025 by and between Velo3D, Inc., a Delaware corporation (the “Company”), and Thieneman Properties, LLC, an Indiana limited liability company (the “Holder”). RECITALS: WHEREAS, the Company issued to the Holder that cer

AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Senior Secured Convertible Promissory Note (this “Amendment”) is entered into as of August 14, 2025 by and between Velo3D, Inc., a Delaware corporation (the “Company”), and Thieneman Construction, Inc., LLC, an Indiana corporation (the “Holder”). RECITALS: WHEREAS, the Company issued to the Holder that certain S

VELO3D, INC.

Filed Pursuant to Rule 433 Registration Statement (File No. 333-289337) Issuer Free Writing Prospectus dated August 14, 2025 Relating to Preliminary Prospectus dated August 6, 2025 VELO3D, INC. Velo3D, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, as amended (File No. 333-289337), and a preliminary prospectus formi

Form of Underwriting Agreement (including the form of Lock-Up Agreement)

Exhibit 1.1 VELO3D, INC. [●] Shares of Common Stock, par value $0.00001 per share Underwriting Agreement [●], 2025 LAKE STREET CAPITAL MARKETS, LLC 121 South 8th Street, Suite 1000 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Velo3D, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Lake Street Capital Markets, LLC, in its capacity as representative of the several u

As filed with the Securities and Exchange Commission on August 13, 2025.

As filed with the Securities and Exchange Commission on August 13, 2025. Registration No. 333-289337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 3559 98-1556965 (State or other jurisdiction of incorporation or o

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) VELO3D, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, p

As filed with the Securities and Exchange Commission on August 6, 2025.

As filed with the Securities and Exchange Commission on August 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 3559 98-1556965 (State or other jurisdiction of incorporation or organization) (Primary Stan

INVESTOR PRESENTATION | August 2025

INVESTOR PRESENTATION | August 2025 Disclaimer FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Velo3D, Inc.

Second Quarter 2025 Supplementary Slides August 6, 2025 New

Second Quarter 2025 Supplementary Slides August 6, 2025 New Confidential & Proprietary | Disclaimer Forward Looking Statement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Velo3D, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3D, In

Velo3D Announces Second Quarter 2025 Financial Results

Exhibit 99.1 Velo3D Announces Second Quarter 2025 Financial Results • Revenue of $13.6 million • Backlog of $15.9 million as of June 30, 2025 and $17.8 million as of July 25, 2025 • Reaffirms expectation for 2025 annual revenue growth of more than 30% • Reaffirms expectation to be EBITDA positive in the first half of 2026 FREMONT, Calif., August 6, 2025- Velo3D, Inc. (OTCQX: VLDX), a leader in add

VELO3D, INC.

Exhibit 99.1 VELO3D, INC. July 25, 2025 Notice to Warrant Holders Dear Warrant Holder: Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), by and between Jaws Spitfire Acquisition Corporation (n/k/a Velo3D, Inc.) (the “Company”) and Continental Stock Transfer & Trust Company, as warrant agent, dated as of December 7, 2020. This letter constitutes a notice pursuant to Sec

VELO3D, INC.

Exhibit 99.2 VELO3D, INC. July 25, 2025 Certificate as to Adjustment Dear Warrant Holder: Reference is made to that certain warrant (the “Warrant”) to purchase up to 70,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued to Silicon Valley Bank (“SVB”) on July 25, 2022. This letter constitutes a certificate as to adjustment pursuant

VELO3D, INC.

Exhibit 99.5 VELO3D, INC. July 25, 2025 Notice to Placement Agent Warrant Holder Dear Placement Agent Warrant Holder: Reference is made to that certain placement agent warrant (the “Placement Agent Warrant”) to purchase up to 1,714,286 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued to A.G.P./Alliance Global Partners (“AGP”) on Apri

VELO3D, INC.

Exhibit 99.3 VELO3D, INC. July 25, 2025 Notice to Placement Agent Warrant Holder Dear Placement Agent Warrant Holder: Reference is made to that certain placement agent warrant (the “Placement Agent Warrant”) to purchase up to 1,800,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued to A.G.P./Alliance Global Partners (“AGP”) on Dece

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION of VELO3D, INC. Velo3D, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certific

Velo3D, Inc. Announces Reverse Stock Split

Exhibit 99.6 Velo3D, Inc. Announces Reverse Stock Split FREMONT, Calif. July 25, 2025 — Velo3D, Inc. (OTC: VLDX), a leading provider of additive manufacturing technologies for mission-critical metal parts, today announced that its board of directors has approved a 1-for-15 reverse stock split of the Company’s common stock, par value $0.00001 per share. The common stock is expected to begin trading

VELO3D, INC.

Exhibit 99.4 VELO3D, INC. July 25, 2025 Notice to Warrant Holders Dear Warrant Holder: Reference is made to those certain warrants (the “Warrants”) to purchase up to 77,356 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued respectively to certain investors (the “Investors”) on April 12, 2024, including pursuant to those certain Securi

Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION of VELO3D, INC. Velo3D, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certific

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Velo3D, Inc. (Exact name of registrant as specified in its charter)

As confidentially submitted to the Securities and Exchange Commission on June 25, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3D, I

Velo3D Announces First Quarter 2025 Financial Results

Exhibit 99.1 Velo3D Announces First Quarter 2025 Financial Results • Revenue of $9.3 million • Gross margin of 7.5% • Backlog of $18 million as of March 31, 2025 • Reaffirms expectation for 2025 annual revenue growth of more than 30% • Reaffirms expectation to be EBITDA positive in the first half of 2026 FREMONT, Calif., May 13, 2025- Velo3D, Inc. (OTCQX: VLDX), a leader in additive manufacturing

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

First Quarter 2025 Supplementary Slides May 13, 2025 New

First Quarter 2025 Supplementary Slides May 13, 2025 New Confidential & Proprietary | Disclaimer Forward Looking Statement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Velo3D Announces Changes to Its Board of Directors

Exhibit 99.1 Velo3D Announces Changes to Its Board of Directors Company Appoints Retired Navy Rear Admiral Jason Lloyd and Kenneth Thieneman to its Board of Directors Fremont, California, April 28, 2025 - Velo3D, Inc. (OTC: VLDX), a leading metal additive manufacturing technology company for mission-critical parts, today announced that Retired Navy Rear Admiral Jason Lloyd and Kenneth Thieneman, C

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 Velo3D, Inc. (Exact Name of Registrant as specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.00001 per share Rule 457(c)

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration No.

Insider Trading Policy

INSIDER TRADING POLICY THIS POLICY WAS APPROVED BY THE BOARD ON SEPTEMBER 29, 2021 PURPOSE Velo3D, Inc.

Velo3D Announces Fourth Quarter and Fiscal Year 2024 Financial Results New Go to Market Strategy Accelerates Path to Profitability Arrayed Notes Acquisition Corp Acquires Majority Stake – Strategic Review Concluded Completed Debt and Warrant Exchange

Exhibit 99.1 Velo3D Announces Fourth Quarter and Fiscal Year 2024 Financial Results New Go to Market Strategy Accelerates Path to Profitability Arrayed Notes Acquisition Corp Acquires Majority Stake – Strategic Review Concluded Completed Debt and Warrant Exchange Significantly Strengthens Balance Sheet • Launched new Rapid Production Solutions (RPS) for parts production – strong initial demand – e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39757 Velo3D, Inc. (Exact name of registrant as specif

Fourth Quarter 2024 Supplementary Slides March 31, 2025 New

Fourth Quarter 2024 Supplementary Slides March 31, 2025 New Confidential & Proprietary | Disclaimer Forward Looking Statement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number

Velo3d, Inc. Compensation Recovery Policy

Exhibit 97.1 Velo3D, Inc. Compensation Recovery Policy (Adopted October 18, 2023) The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Compensation Recovery Policy enabling the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement resulting from ma

Form of Exchange Agreement for the High Trail Holders

Exhibit 10.2 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) is entered into as of February [●], 2025, by and between Velo3D, Inc., a Delaware corporation (the “Company”), and [●], a [●] with the principal address set forth on its signature page hereto (the “Investor”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “

Form of Exchange Agreement for the Highbridge Holders and the Anson Holders

Exhibit 10.1 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) is entered into as of February [●], 2025, by and between Velo3D, Inc., a Delaware corporation (the “Company”), and [●], a [●] with the principal address set forth on its signature page hereto (the “Investor”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 Velo3D, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

Form of Lock-Up Agreement

Exhibit 10.3 Lock-Up Agreement February , 2025 Velo3D, Inc. 2710 Lakeview Court, Fremont, California 94538 Re: Warrant Exchange Agreements Ladies and Gentlemen: The undersigned understands that on February , 2025, Velo3D, Inc. (the “Company”) entered into Warrant Exchange Agreements (“Warrant Exchange Agreements”) with certain holders of warrants (the “Warrants”) to purchase shares of the Company’

Secured Guaranty, dated as of February 10, 2025, by Velo3D US, Inc. in favor of Thieneman Construction, Inc.

Exhibit 10.2 SECURED GUARANTY THIS SECURED GUARANTY (the “Guaranty”) is entered into as of February 10, 2025 by Velo3D US, Inc., a Delaware corporation having an address at 2710 Lakeview Court, Fremont, CA 94538 (“Guarantor”), in favor of and for the benefit of Thieneman Construction, Inc., an Indiana corporation, having an address at 17219 Foundation Parkway, Westfield IN 46074, as holder of the

Senior Secured Convertible Promissory Note, dated as of February 10, 2025

Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED, S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 Velo3D, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3

Secured Guaranty, dated as of January 7, 2025, by Velo3D US, Inc. in favor of Thieneman Properties, LLC

Exhibit 10.2 SECURED GUARANTY THIS SECURED GUARANTY (the “Guaranty”) is entered into as of January 7, 2025 by Velo3D US, Inc., a Delaware corporation having an address at 2710 Lakeview Court, Fremont, CA 94538 (“Guarantor”), in favor of and for the benefit of Thieneman Properties, LLC, an Indiana limited liability company, having an address at 15627 Club Estates, Lane, Carmel, IN 46033, as holder

Senior Secured Convertible Promissory Note, dated as of January 7, 2025

Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT P

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

Offer Letter, dated as of January 8, 2025, by and between Velo3D, Inc. and Arun Jeldi

Exhibit 10.3 Employment Offer Page 1 Offer Letter Velo3D, Inc. January 08, 2025 Arun Jeldi [email protected] Re: Offer of Employment by Velo3D, Inc. Dear Arun: I am very pleased to confirm our offer to you of employment with Velo3D, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows: 1. Position and Start Date. You are being offe

JOINT FILING AGREEMENT

Exhibit 99.A JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D with respect to the shares of common stock of Velo3D, Inc. dated the date hereof, is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 193

Velo3D Announces Debt for Equity Exchange Transaction Significantly Delevers Balance Sheet Arrayed Notes Acquisition Corp to Become Majority Equity Holder of Velo3D

Exhibit 99.1 Velo3D Announces Debt for Equity Exchange Transaction Significantly Delevers Balance Sheet Arrayed Notes Acquisition Corp to Become Majority Equity Holder of Velo3D ● 81.7% of the outstanding senior secured notes to be cancelled ● Velo3D Board of Directors Unanimously Approved the Transaction ● Velo3D to remain a public Company and continue to serve its customers FREMONT, California –

Second Amended and Restated Bylaws of Velo3D, Inc.

Exhibit 3.1 VELO3D, INC. (a Delaware corporation) SECOND AMENDED AND RESTATED BYLAWS Effective December 24, 2024 VELO3D, INC. (a Delaware corporation) SECOND AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 2 Section 1.5: Quorum 2 Section 1.6: Organ

Exchange Agreement, dated as of December 24, 2024, by and between Velo3D, Inc. and Arrayed Notes Acquisition Corp.

Exhibit 10.1 Execution Version EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is dated as of December 24, 2024, between Velo3D, Inc., a Delaware corporation (the “Company”), and Arrayed Notes Acquisition Corp., a Delaware corporation (the “Holder”). Any reference herein to “party” or “parties” shall mean the parties hereto. WHEREAS, the Holder is a holder of the following debt instr

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 24, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numb

Forbearance Agreement, dated as of December 9, 2024, by and among Velo3D, Inc., Velo3d US, Inc., High Trail Investments ON LLC and HB SPV I Master Sub LLC.

Exhibit 10.1 Execution Version FORBEARANCE AGREEMENT This Forbearance Agreement (“Agreement”), dated as of December 9, 2024, is made by and among (i) Velo3D, Inc., a Delaware corporation, (ii) Velo3d US, Inc., a Delaware corporation (together with Velo3D, Inc., the “Company”), (iii) High Trail Investments ON LLC (“Holder 1” or in its capacity as collateral agent, the “Collateral Agent”) and HB SPV

Letter from PricewaterhouseCoopers LLP dated November 27, 2024

Exhibit 16.1

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER 001-39757

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER 001-39757 (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

VLDX / Velo3D, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - VELO3D, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Velo3D, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92259N203 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which

Velo3D Announces the Commencement of OTCQX Trading

Exhibit 99.1 Velo3D Announces the Commencement of OTCQX Trading FREMONT, California – Sept. 11, 2024 – Velo3D, Inc. (OTCQX: VLDX), the leader in scalable metal 3D printing technology for production manufacturing, today announces that its common stock anticipates the commencement of trading on the OTCQX® Best Market under the symbol “VLDX” The company previously traded on the New York Stock Exchang

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

Independent Director Agreement, dated September 26, 2024, by and between the Company and Darryl Porter

Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made as of September 26, 2024, by and between Velo3D, Inc. (the “Company”), and Darryl Porter (“Director”). BACKGROUND WHEREAS, Director has no prior or current affiliation, material business, or relationship, direct or indirect, with the Company or its affiliates, or its equity holders and, therefore, is capa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Nu

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock and Redeemable Warrants, each Warrant exercisable for 1/35th of a share of Common Stock at an

Limited Consent dated September 12, 2024 by and between Velo3D, Inc., Note Holders, and U.S. Bank Trust Company, National Association

Exhibit 10.2 LIMITED CONSENT This LIMITED CONSENT, dated as of September 12, 2024 (this “Agreement”), is entered into by and between Velo3D, Inc., a Delaware corporation (the “Company”), High Trail Investments ON LLC (“Holder 1”), HB SPV I Master Sub LLC (“Holder 2” and, together with Holder 1, the “Note Holders”), constituting the Required Holders (as defined in each of the Notes referred to belo

License and Support Services Agreement, effective September 12, 2024, by and among Space Exploration Technologies Corp., Velo3D, Inc. and Velo3D US, Inc.

Exhibit 10.1 SPACEX - VELO3D License and Support Services Agreement This Intellectual Property License and Support Services Agreement (the “Agreement”) is entered into as of the last date of signature below (the “Effective Date”) by and among Space Exploration Technologies Corp., a Texas Corporation with its principal place of business at 1 Rocket Road, Hawthorne, California 90250 (“SPACEX”), Velo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2024 Velo3D, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Nu

Velo3D Announces the Commencement of OTCQX Trading

Exhibit 99.1 Velo3D Announces the Commencement of OTCQX Trading FREMONT, California – Sept. 11, 2024 – Velo3D, Inc. (OTCQX: VLDX), the leader in scalable metal 3D printing technology for production manufacturing, today announces that its common stock anticipates the commencement of trading on the OTCQX® Best Market under the symbol “VLDX” The company previously traded on the New York Stock Exchang

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Nu

Warrants to Purchase up to 1,485,714 Shares of Common Stock Up to 1,485,714 Shares of Common Stock underlying such Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 Prospectus Supplement (To Prospectus dated November 21, 2022) Warrants to Purchase up to 1,485,714 Shares of Common Stock Up to 1,485,714 Shares of Common Stock underlying such Warrants We are offering warrants (the “Warrants”) to purchase 1,485,714 shares of our common stock, par value $0.00001 per share (the “common stock”) at an exerc

Velo3D Announces Second Quarter 2024 Financial Results Continued Focus on Realignment Priorities Company Institutes Additional Cost Reduction Programs Strategic Review Process Remains Ongoing

Exhibit 99.1 Velo3D Announces Second Quarter 2024 Financial Results Continued Focus on Realignment Priorities Company Institutes Additional Cost Reduction Programs Strategic Review Process Remains Ongoing • Q2 2024 sales update • 2024 year to date bookings of $21 million; >40% of orders from existing customers • $17 million in backlog exiting Q2 2024 • Continued defense sector expansion – >20% of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3D, In

Velo3D, Inc. 1,028,572 Shares of Common Stock Warrants to Purchase up to 1,028,572 Shares of Common Stock Up to 1,028,572 Shares of Common Stock underlying such Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 Amendment No. 1 dated August 14, 2024 to Prospectus Supplement dated December 27, 2023 (to the prospectus dated November 21, 2022) Velo3D, Inc. 1,028,572 Shares of Common Stock Warrants to Purchase up to 1,028,572 Shares of Common Stock Up to 1,028,572 Shares of Common Stock underlying such Warrants This Amendment No. 1 to Prospectus Sup

Form of New Warrant

WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC. Warrant Shares: Original Issuance Date: April 12, 2024 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 13, 2024 (the

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number

Form of Warrant Inducement Agreement by and between Velo 3D, Inc. and Holder(s)

VELO3D, INC. 2710 Lakeview Court Fremont, California 94538 August 12, 2024 To the Holder of December 2023 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: VELO3D, INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive a new warrant to purchase u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 Velo3D, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

Velo3D, Inc. 1,650,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-281108 PROSPECTUS Velo3D, Inc. 1,650,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 1,650,000 shares of our common stock, par value $0.00001 per share (our “common stock”), issuable upon the exercise o

Velo3D, Inc. 2710 Lakeview Court Fremont, California 94538 August 8, 2024

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

Calculation Of Filing Fee Tables Form S-3 (Form Type) VELO3D, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation Of Filing Fee Tables Form S-3 (Form Type) VELO3D, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Secondary Offering Common stock, par value $0.00001 p

As filed with the Securities and Exchange Commission on July 30, 2024

As filed with the Securities and Exchange Commission on July 30, 2024 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Velo3D, Inc. Receives Continued Listing Standards Notice from the NYSE

Exhibit 99.1 Velo3D, Inc. Receives Continued Listing Standards Notice from the NYSE FREMONT, California – July 12, 2024 – Velo3D, Inc. (NYSE: VLD), a leading additive manufacturing technology company for mission-critical metal parts, today announced that on July 8, 2024 it received notice from the New York Stock Exchange (“NYSE”) that it is not in compliance with Section 802.01B of the NYSE Listed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 Velo3D, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or or

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

Third Note Amendment, dated July 1, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC.

Exhibit 4.2 Certain portions of this exhibit have been redacted because the information is both (i) not material and (ii) the type that the registrant treats as private or confidential. Redacted information has been noted in this document with a placeholder identified by the mark “[*]”. Execution Copy THIRD NOTE AMENDMENT This THIRD NOTE AMENDMENT, dated as of July 1, 2024 (this “Agreement”), is e

Letter Agreement, dated July 1, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC.

Exhibit 10.1 Certain portions of this exhibit have been redacted because the information is both (i) not material and (ii) the type that the registrant treats as private or confidential. Redacted information has been noted in this document with a placeholder identified by the mark “[*]”. Execution Copy HIGH TRAIL CAPITAL LP 80 River Street, Suite 4C Hoboken, NJ 07030 July 1, 2024 Velo3D, Inc. 2710

Form of July Warrant

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES U

Brad Kreger Formally Appointed as Permanent Chief Executive Officer at Velo3D Board of Directors Cites Strategic Re-Alignment Success and Improved Business Momentum Over the Last 6 Months

Brad Kreger Formally Appointed as Permanent Chief Executive Officer at Velo3D Board of Directors Cites Strategic Re-Alignment Success and Improved Business Momentum Over the Last 6 Months FREMONT, California – June 17, 2024 - Velo3D, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 Velo3D, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

VELO3D, INC.

Exhibit 99.5 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. VELO3D, INC. June 12, 2024 Notice to Warrant Holders Dear Warrant Holder: Reference is made to those certain warrants (the “Warrants”) to purchase up to 21,949,079 shares of common stock, par val

VELO3D, INC.

Exhibit 99.3 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. VELO3D, INC. June 12, 2024 Notice to Warrant Holders Dear Warrant Holder: Reference is made to those certain warrants (the “Warrants”) to purchase up to 36,000,000 shares of common stock, par val

Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VELO3D, INC. Velo3D, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1.This Certificate of Amendment (this “Second Certificate of Amendment”) amends the provisions of the Corporation’s Ce

Velo3D, Inc. Announces Reverse Stock Split

Exhibit 99.8 Velo3D, Inc. Announces Reverse Stock Split CAMPBELL, Calif, June 10, 2024- Velo3D, Inc. (NYSE: VLD) (the “Company” or “Velo3D”), a leading metal additive manufacturing technology company for mission-critical parts, today announced that its board of directors has approved a 1-for-35 reverse stock split of the Company’s common stock. The common stock will open for trading on the New Yor

VELO3D, INC.

Exhibit 99.7 VELO3D, INC. June 12, 2024 Notice to Placement Agent Warrant Holder Dear Placement Agent Warrant Holder: Reference is made to that certain placement agent warrant (the “Placement Agent Warrant”) to purchase up to 1,714,286 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued to A.G.P./Alliance Global Partners (“AGP”) on Apri

VELO3D, INC.

Exhibit 99.6 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. VELO3D, INC. June 12, 2024 Notice to Warrant Holders Dear Warrant Holder: Reference is made to those certain warrants (the “Warrants”) to purchase up to 34,285,715 shares of common stock, par val

VELO3D, INC.

Exhibit 99.1 VELO3D, INC. June 12, 2024 Notice to Warrant Holders Dear Warrant Holder: Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), by and between Jaws Spitfire Acquisition Corporation (n/k/a Velo3D, Inc.) (the “Company”) and Continental Stock Transfer & Trust Company, as warrant agent, dated as of December 7, 2020. This letter constitutes a notice pursuant to Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 (June 10, 2024) Vel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 (June 10, 2024) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commiss

VELO3D, INC.

Exhibit 99.2 VELO3D, INC. June 12, 2024 Certificate as to Adjustment Dear Warrant Holder: Reference is made to that certain warrant (the “Warrant”) to purchase up to 70,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued to Silicon Valley Bank (“SVB”) on July 25, 2022. This letter constitutes a certificate as to adjustment pursuant

VELO3D, INC.

Exhibit 99.4 VELO3D, INC. June 12, 2024 Notice to Placement Agent Warrant Holder Dear Placement Agent Warrant Holder: Reference is made to that certain placement agent warrant (the “Placement Agent Warrant”) to purchase up to 1,800,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Velo3D, Inc. (the “Company”) issued to A.G.P./Alliance Global Partners (“AGP”) on Dece

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023 as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Velo3D, Inc. Conflict Minerals Report for the year ended December 31, 2023 I. Introduction Velo3D, Inc. (collectively with its subsidiaries, “we,” “our” or “us”) is a leading additive manufacturing technology company for mission-critical metal parts. We seek to fulfill the promise of additive manufacturing (“AM”), also referred to as three-dimensional printing, to deliver breakthrough

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Velo3D, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 (State or other jurisdiction of incorporation) (Commission file number) 2710 Lakeview Court, Fremont, California 94538 (Address of principal executive offices) (Zip code) Bradley Kreger, Interim Chief Ex

Velo3D, Inc. 21,949,079 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) File No. 333-279380 PROSPECTUS Velo3D, Inc. 21,949,079 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 21,949,079 shares of our common stock, par value $0.00001 per share (our “common stock”), issuable upon the exercise of the 2024 Priva

Velo3D, Inc. 2710 Lakeview Court Fremont, California 94538

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

Change in Control Agreement with Hull Xu (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on June 10, 2024)

CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is entered into by and between Hull Xu (the “Executive”) and Velo3D, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3D, I

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projectio

exhibit992q124supplement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

evised Change in Control Agreement with Bradley Kreger

CHANGE IN CONTROL AGREEMENT This revised Change in Control Agreement (the “Agreement”) is entered into by and between Bradley Kreger (the “Executive”) and Velo3D, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

Velo3D Announces First Quarter 2024 Financial Results Successfully Executing on Realignment Priorities Strong Demand Provides Significant Second Quarter Visibility Strategic Review Process to Maximize Shareholder Value Remains Ongoing

Exhibit 99.1 Velo3D Announces First Quarter 2024 Financial Results Successfully Executing on Realignment Priorities Strong Demand Provides Significant Second Quarter Visibility Strategic Review Process to Maximize Shareholder Value Remains Ongoing •Continued sales execution in Q1 2024 ▪Bookings of $17 million; 50% of orders from existing customers - $27 million in bookings since mid-December 2023

As filed with the Securities and Exchange Commission on May 13, 2024

As filed with the Securities and Exchange Commission on May 13, 2024 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Calculation Of Filing Fee Tables Form S-3 (Form Type) Elevation Oncology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation Of Filing Fee Tables Form S-3 (Form Type) Elevation Oncology, Inc.

VLD / Velo3D, Inc. / PIV Fund I, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2413528d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Velo3D, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92259N 104 (CUSIP Number) Ricardo Angel Piva Capital, Inc. 4 Embarcadero Center, Suite 3950 San Francisco, C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2024 (April 16, 2024) V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2024 (April 16, 2024) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commi

Separation Agreement, dated April 15, 2024, by and between Velo3D, Inc. and Renette Youssef

April 15, 2024 Renette Youssef 815 Lyon Street, Unit B San Francisco, CA 94115 renette.

Velo3D, Inc. Announces Executive Leadership Changes Appoints Hull Xu as Chief Financial Officer Re-alignment Initiatives Remain on Plan

Velo3D, Inc. Announces Executive Leadership Changes Appoints Hull Xu as Chief Financial Officer Re-alignment Initiatives Remain on Plan CAMPBELL, Calif, April 22, 2024- Velo3D, Inc. (NYSE: VLD) (the “Company” or “Velo3D”), a leading metal additive manufacturing technology company for mission-critical parts, today announced changes to its leadership structure as well as that its re-alignment initia

Offer Letter, dated April 19, 2024, by and between Velo3D, Inc. and Hull Houjun Xu

Employment Offer Page 1 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2024 (April 10, 2024) V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2024 (April 10, 2024) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commi

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, between Velo3D, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Placement Agency Agreement, dated April 10, 2024, by and between the Company and A.G.P./Alliance Global Partners.

Exhibit 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 April 10, 2024 Velo3D, Inc. Attention: Brad Kreger 2710 Lakeview Ct. Fremont, California 94538 Re: Placement Agency Agreement Dear Mr. Kreger: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sole plac

Form of Placement Agent Warrant

Exhibit 4.2 PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC. Warrant Shares: Original Issuance Date: April 12, 2024 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, A.G.P./Alliance Global Partners or its designees or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the condit

34,285,715 Shares of Common Stock Warrants to Purchase up to 34,285,715 Shares of Common Stock Up to 34,285,715 Shares of Common Stock underlying such Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 Prospectus Supplement (To Prospectus dated November 21, 2022) 34,285,715 Shares of Common Stock Warrants to Purchase up to 34,285,715 Shares of Common Stock Up to 34,285,715 Shares of Common Stock underlying such Warrants We are offering on a “reasonable best efforts” basis 34,285,715 shares of our common stock, par value $0.00001 per sh

Velo 3D Announces Pricing of $12 Million Public Offering

Exhibit 99.2 Velo 3D Announces Pricing of $12 Million Public Offering FREMONT, Calif., April 10, 2024 —(BUSINESS WIRE)—Velo3D, Inc. (NYSE: VLD) (the “Company”), a leading additive manufacturing technology company for mission-critical metal parts, today announced the pricing of its previously announced “reasonable best efforts” public offering of 34,285,715 shares of common stock and warrants to pu

Form of Warrant

Exhibit 4.1 WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC. Warrant Shares: Original Issuance Date: April 12, 2024 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 12,

Velo3D Announces Proposed Public Offering

Exhibit 99.1 Velo3D Announces Proposed Public Offering FREMONT, Calif., April 9, 2024-(BUSINESS WIRE)- Velo3D, Inc. (NYSE: VLD) (the “Company”), a leading additive manufacturing technology company for mission-critical metal parts, today announced today announced that it intends to offer and sell shares of its common stock and warrants to purchase shares of its common stock in a “reasonable best ef

SUBJECT TO COMPLETION, DATED APRIL 9, 2024

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Velo3D, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number)

Velo3D Announces Bookings Totaling $27 Million Since Mid-December – Backlog Now Totals $23 Million Leading Global Contract Manufacturer Mears Machine Acquires 2 Sapphire XC Systems – Systems to be Dedicated to Defense and Aerospace Industries Additio

Velo3D Announces Bookings Totaling $27 Million Since Mid-December – Backlog Now Totals $23 Million Leading Global Contract Manufacturer Mears Machine Acquires 2 Sapphire XC Systems – Systems to be Dedicated to Defense and Aerospace Industries Additional Orders from Leaders in the Defense and Space Industries Company Provides Preliminary First Quarter 2024 Revenue, Gross Margin, and Operating Expense Estimates FREMONT, California – April 4, 2024 – Velo3D, Inc.

As filed with the Securities and Exchange Commission on April 4, 2024

As filed with the Securities and Exchange Commission on April 4, 2024 Registration No.

Employment Agreement, dated December 3, 2020, between Velo3D, Inc. and Mr. Chung

Exhibit 10.35 Employment Offer Page 1 Employment Agreement Velo3D, Inc. December 3, 2020 Bernard Chung CPA, 5591 Central Parkway, Dublin, CA 94568 Re: Offer of Employment by Velo3D, Inc. Dear Bernard: I am very pleased to confirm our offer to you of employment with Velo3D, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows: 1.Position and

As filed with the Securities and Exchange Commission on April 3, 2024

As filed with the Securities and Exchange Commission on April 3, 2024 Registration No.

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of Velo3D, Inc. Name Jurisdiction Velo3D US, Inc. Delaware Velo3D, B.V. Netherlands Velo3D GmbH Germany

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39757 Velo3D, Inc. (Exact name of registrant as specif

Offer Letter, dated November 10, 2022, between Velo3D, Inc. and Mr. Kreger

Exhibit 10.34 Employment Offer Page 1 Offer Letter Velo3D, Inc. November 10, 2022 Brad Kreger 8106 Polo Crosse Avenue Sacramento, CA 95829 [email protected] Re: Offer of Employment by Velo3D, Inc. Dear Brad: I am very pleased to confirm our offer to you of employment with Velo3D, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows: 1.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 Velo3D, Inc. (Exact Name of Registrant as specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.00001 per share Rule 457(c)

ompensation Recovery

Exhibit 97.1 Velo3D, Inc. Compensation Recovery Policy (Adopted October 18, 2023) The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Compensation Recovery Policy enabling the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement resulting from ma

Form of April 2024 Warrant

THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 •Transition Report on Form 10-K •Transition Report on Form 20-F •Transition Report on Form 11-K •Transition Report on Form 10-Q •Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 (April 1, 2024) Vel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 (April 1, 2024) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commiss

Note Amendment, dated March 31, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC.

SECOND NOTE AMENDMENT This SECOND NOTE AMENDMENT, dated as of March 31, 2024 (this “Agreement”), is entered into between Velo3D, Inc.

Letter Agreement, dated March 31, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC.

HIGH TRAIL CAPITAL LP 80 River Street, Suite 4C Hoboken, NJ 07030 March 31, 2024 Velo3D, Inc.

Velo3D Announces Fourth Quarter and Fiscal Year 2023 Financial Results Successfully Executing on Strategic Realignment Priorities Strategic Review Remains Ongoing – Board of Directors in Discussions with Multiple Parties to Maximize Stockholder Value

Exhibit 99.1 Velo3D Announces Fourth Quarter and Fiscal Year 2023 Financial Results Successfully Executing on Strategic Realignment Priorities Strategic Review Remains Ongoing – Board of Directors in Discussions with Multiple Parties to Maximize Stockholder Value •Bookings recovery ◦As of March 26, 2024, total bookings of $15 million since mid-December 2023; >50% of orders from existing customers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 Velo3D, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projectio

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

VLD / Velo3D, Inc. / BAMCO INC /NY/ - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Velo3D, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92259N104 (CUSIP Number) Calendar Year 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

VLD / Velo3D, Inc. / PIV Fund I, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Velo3D, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92259N 104 (CUSIP Number) Ricardo Angel Piva Capital, Inc. 4 Embarcadero Center, Suite 3950 San Francisco, CA 94111 Telephone: (650) 420-7800 (Name, A

VELO3D, INC. Up to $75,000,000 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 AMENDMENT NO. 1 DATED JANUARY 31, 2024 (To Prospectus Supplement dated February 6, 2023 and Prospectus dated November 21, 2022) VELO3D, INC. Up to $75,000,000 Common Stock This amendment no. 1 to prospectus supplement (this “amendment”) amends our prospectus supplement dated February 6, 2023 (the “prospectus supplement”). This amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2024 (February 6, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2024 (February 6, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 (January 24, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 (January 24, 2024) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (C

VLD / Velo3D, Inc. / PIV Fund I, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Velo3D, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92259N 104 (CUSIP Number) Ricardo Angel Piva Capital, Inc. 4 Embarcadero Center, Suite 3950 San Francisco, CA 94111 Telephone: (650) 420-7800 (Name, A

VLD / Velo3D, Inc. / ARK Investment Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm244117d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Velo3D, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 92259N104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 (December 28, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 (December 28, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (C

Velo3D, Inc. Receives Continued Listing Standards Notice from the NYSE

Exhibit 99.1 Velo3D, Inc. Receives Continued Listing Standards Notice from the NYSE CAMPBELL, Calif, January 3, 2024- Velo3D, Inc. (NYSE: VLD), a leading metal additive manufacturing technology company for mission-critical parts, today announced it was notified on December 28, 2023 by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Rule 802.01C of the NYSE’s Listed

Placement Agency Agreement, dated December 27, 2023, by and between the Company and A.G.P./Alliance Global Partners

Exhibit 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 December 27, 2023 Velo3D, Inc. Attention: Brad Kreger 511 Division Street Campbell, California 95008 Re: Placement Agency Agreement Dear Mr. Kreger: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sol

Form of Warrant

Exhibit 4.1 WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC. Warrant Shares: Original Issuance Date: December 29, 2023 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after Decemb

Form of Securities Purchase Agreement, dated December 27, 2023, between Velo3D, Inc. and the Purchasers

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2023, between Velo3D, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

36,000,000 Shares of Common Stock Warrants to Purchase up to 36,000,000 Shares of Common Stock Up to 36,000,000 Shares of Common Stock underlying such Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 Prospectus Supplement (To Prospectus dated November 21, 2022) 36,000,000 Shares of Common Stock Warrants to Purchase up to 36,000,000 Shares of Common Stock Up to 36,000,000 Shares of Common Stock underlying such Warrants We are offering 36,000,000 shares of our common stock, par value $0.00001 per share (the “common stock”), together wi

Velo3D, Inc. Enters Debt Amendment Agreement with Existing Note Holder

Exhibit 99.2 Velo3D, Inc. Enters Debt Amendment Agreement with Existing Note Holder CAMPBELL, Calif, December 28, 2023- Velo3D, Inc. (NYSE: VLD) (the “Company” or “Velo3D”), a leading metal additive manufacturing technology company for mission-critical parts, today announced it has entered into a note amendment (the “Note Amendment”) to the Company’s senior secured notes due 2026 (the “Secured Not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 (December 26, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 (December 26, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation)

Note Amendment, dated December 27, 2023, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC

Exhibit 4.3 NOTE AMENDMENT This NOTE AMENDMENT, dated as of December 27, 2023 (this “Agreement”), is entered into between Velo3D, Inc., a Delaware corporation (the “Company”), the undersigned holder (“Holder 1”) of that Senior Secured Note due 2026, Certificate No. A-2, issued by the Company on November 28, 2023 in the principal amount of thirty-four million five hundred thousand dollars ($34,500,

Form of Placement Agent Warrants

Exhibit 4.2 PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC. Warrant Shares: Original Issuance Date: December 29, 2023 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, A.G.P./Alliance Global Partners or its designees or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the con

Velo3D, Inc. Announces $18 Million Registered Direct Offering

Exhibit 99.1 Velo3D, Inc. Announces $18 Million Registered Direct Offering CAMPBELL, Calif, December 28, 2023- Velo3D, Inc. (NYSE: VLD) (the “Company” or “Velo3D”), a leading metal additive manufacturing technology company for mission-critical parts, today announced it has entered into securities purchase agreements with an existing lender of the Company and new institutional investors for the pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 Velo3D, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

Separation Agreement, dated December 15, 2023, by and between Velo3D, Inc. and Benyamin Buller

Exhibit 10.1 December 15, 2023 Benyamin Buller 22191 McClellan Rd Cupertino, CA 95014 [email protected] Re: Terms of Separation Dear Benyamin: This letter confirms the agreement (“Agreement”) between you and Velo3D, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not t

Velo3D Announces Leadership Transition and Commencement of Strategic Business Review

Exhibit 99.1 Velo3D Announces Leadership Transition and Commencement of Strategic Business Review DECEMBER 15, 2023 Benny Buller Steps Down as Chief Executive Officer – Will Remain on the Board of Directors Brad Kreger, EVP of Operations has Been Appointed as Interim Chief Executive Officer The Company has Commenced a Search for a Permanent Chief Executive Officer CAMPBELL, Calif.-(BUSINESS WIRE)-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2023 Velo3D, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numb

Amendment to Security Agreement, dated as of November 28, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent

Exhibit 10.2 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT TO SECURITY AGREEMENT This AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into as of November 28, 2023, by and among Velo3D, Inc., a Delaware corporation (the “P

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2023 (November 28, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation)

Second Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee

Exhibit 4.1 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. VELO3D, INC., Company AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 28, 2023 Supplementing and Amending that Certain Indenture Dated

Form of Exchange Note

Exhibit 4.2 Velo3D, Inc. Form of Senior Secured Note due 2026 Velo3D, Inc. Senior Secured Note due 2026 Certificate No. A-[ ] Velo3D, Inc., a Delaware corporation (the “Company”), for value received, promises to pay to [ ] (the “Initial Holder”), or its registered assigns, one hundred twenty percent (120%) of the principal sum of [ ] ($[ ]) (such principal sum, the “Principal Amount,” and one hund

Securities Exchange Agreement, dated November 27, 2023, by and among the Company, High Trail Investors ON LLC and HB SPV I Master Sub LLC

Exhibit 10.1 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of November 27, 2023, is by and among Velo3D, Inc., a Delaware corporation with offices located at 511

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2023 (November 27, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation)

Form of Warrant

Exhibit 4.1 VELO3D, INC., Company AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November [•], 2023 Supplementing and Amending that Certain Indenture Dated as of August 14, 2023 Senior Secured Notes SECOND SUPPLEMENTAL INDENTURE, dated as of November [•], 2023 (this “Second Supplemental Indenture”) to the Indenture dated as of August 14, 2023,

Amendment to Securities Purchase Agreement, dated November 27, 2023, by and among the Company, High Trail Investors ON LLC and HB SPV I Master Sub LLC

Exhibit 10.2 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 27, 2023, by and between Velo3D,

Amendment to Security Agreement, dated as of November 28, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent

Exhibit 10.4 FORM OF AMENDMENT TO SECURITY AGREEMENT This AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into as of November [•], 2023, by and among Velo3D, Inc., a Delaware corporation (the “Pledgor”), each of the Subsidiaries of the Pledgor from time to time party hereto (collectively with the Pledgor, the “Grantors”) and High Trail Investments ON LLC, a Delaware limited

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benyamin Buller and Christian Vargas, and each of them, his/her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc.

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Bernard Chung and Christian Vargas, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc.

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benyamin Buller, Bernard Chung and Christian Vargas, and each of them, his/her true and lawful attorney-in-fact to: execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Septemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3

Form of Change in Control Agreement

Exhibit 10.5 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is entered into by and between [●] (the “Executive”) and Velo3D, Inc., a Delaware corporation (the “Company”), on [●], 2023, and is effective as of [●] 2023 (the “Effective Date”). All capitalized terms are as defined in this Agreement. 1. CIC Qualifying Termination. If Executive is subject to a CIC Qualify

Securities Purchase Agreement, dated as of August 10, 2023, by and among the Company and High Trail Investors ON LLC and HB SPV I Master Sub LLC, as buyers.

Exhibit 10.1 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 10 2023, is by and among Velo3D, Inc., a Delaware corporation with offices located at 511 Di

Security Agreement, dated as of August 14, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent.

Exhibit 10.3 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 14, 2023 among Velo3D, Inc., a Delawar

First Supplemental Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.2 VELO3D, INC., Company TO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee SUPPLEMENTAL INDENTURE Dated as of August 14, 2023 Supplement to Indenture Dated as of August 14, 2023 Senior Convertible Note SUPPLEMENTAL INDENTURE, dated as of August 14, 2023 (this “Supplemental Indenture”) to the Indenture dated as of August 14, 2023, (the “Indenture”), between Velo3D, Inc., a Delaware

Placement Agent Agreement, dated as of August 10, 2023, by and between the Company and Credit Suisse Securities (USA) LLC, as placement agent.

Exhibit 10.2 Up to $105,000,000 VELO3D, INC. Senior Secured Convertible Notes PLACEMENT AGENT AGREEMENT August 10, 2023 Credit Suisse Securities (USA) LLC As Placement Agent c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs and Madams: 1. Introductory. Velo3D, Inc., a Delaware corporation (“Company”), proposes, pursuant to the terms of this Placemen

Form of Note.

Exhibit 4.3 Velo3D, Inc. Form of Senior Secured Convertible Note due 2026 ||| Velo3D, Inc. Senior Secured Convertible Note due 2026 Certificate No. A-[ ] Velo3D, Inc., a Delaware corporation (the “Company”), for value received, promises to pay to [ ] (the “Initial Holder”), or its registered assigns, one hundred fifteen percent (115%) of the principal sum of [ ] ($[ ]) (such principal sum, the “Pr

Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 VELO3D, INC. And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2023 TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 3 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2023 Velo3D, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 •Transition Report on Form 10-K •Transition Report on Form 20-F •Transition Report on Form 11-K •Transition Report on Form 10-Q •Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2023 Velo3D, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numb

Velo3D Reports Third Quarter 2023 Financial Results Strategic Realignment Positions the Company for Profitability Goal in FY 2024

Exhibit 99.1 Velo3D Reports Third Quarter 2023 Financial Results Strategic Realignment Positions the Company for Profitability Goal in FY 2024 •Q323 revenue of $24 million – 26% year over year increase •Significant free cash flow progress – 30% sequential improvement •Completed >20% reduction in force – >15% quarterly opex savings expected •Strong liquidity position – ended Q323 with $72M in cash

$0 $10 $20 $30 $40 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23E Operating Costs Fixed Manufacturing / Service Costs Velo3D, Inc. NON-GAAP Adjusted Operating Expenses Reconciliation (Unaudited) Three months endedNine months endedThree months ended June 30, 2022June

$0 $10 $20 $30 $40 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23E Operating Costs Fixed Manufacturing / Service Costs Velo3D, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 10, 2023 (October 9, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 10, 2023 (October 9, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 (September 26, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or

Form of Change in Control Agreement

Exhibit 10.1 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is entered into by and between [●] (the “Executive”) and Velo3D, Inc., a Delaware corporation (the “Company”), on [●], 2023, and is effective as of [●] 2023 (the “Effective Date”). All capitalized terms are as defined in this Agreement. 1. CIC Qualifying Termination. If Executive is subject to a CIC Qualify

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 (September 21, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 (September 21,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 (September 21, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation

Velo3D Announces CFO Transition

Velo3D Announces CFO Transition Bernard Chung, VP of Finance, to Serve as Acting Chief Financial Officer Campbell, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023(August 17, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023(August 17, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023 Velo3D, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or organization) (Commi

Form of Note

Exhibit 4.3 Velo3D, Inc. Form of Senior Secured Convertible Note due 2026 ||| Velo3D, Inc. Senior Secured Convertible Note due 2026 Certificate No. A-[ ] Velo3D, Inc., a Delaware corporation (the “Company”), for value received, promises to pay to [ ] (the “Initial Holder”), or its registered assigns, one hundred fifteen percent (115%) of the principal sum of [ ] ($[ ]) (such principal sum, the “Pr

Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee

Exhibit 4.1 VELO3D, INC. And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2023 TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 3 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHME

Security Agreement, dated as of August 14, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent

Exhibit 10.3 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 14, 2023 among Velo3D, Inc., a Delawar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3D, In

Securities Purchase Agreement, dated as of August 10, 2023, by and among the Company and High Trail Investors ON LLC and HB SPV I Master Sub LLC, as buyers

Exhibit 10.1 Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 10 2023, is by and among Velo3D, Inc., a Delaware corporation with offices located at 511 Di

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2023 (August 10, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 •Transition Report on Form 10-K •Transition Report on Form 20-F •Transition Report on Form 11-K •Transition Report on Form 10-Q •Transition Report on Form N-

First Supplemental Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee

Exhibit 4.2 VELO3D, INC., Company TO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee SUPPLEMENTAL INDENTURE Dated as of August 14, 2023 Supplement to Indenture Dated as of August 14, 2023 Senior Convertible Note SUPPLEMENTAL INDENTURE, dated as of August 14, 2023 (this “Supplemental Indenture”) to the Indenture dated as of August 14, 2023, (the “Indenture”), between Velo3D, Inc., a Delaware

Placement Agent Agreement, dated as of August 10, 2023, by and between the Company and Credit Suisse Securities (USA) LLC, as placement agent

Exhibit 10.2 Up to $105,000,000 VELO3D, INC. Senior Secured Convertible Notes PLACEMENT AGENT AGREEMENT August 10, 2023 Credit Suisse Securities (USA) LLC As Placement Agent c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs and Madams: 1. Introductory. Velo3D, Inc., a Delaware corporation (“Company”), proposes, pursuant to the terms of this Placemen

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Numbe

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projectio

exhibit992q223supplement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

Velo3D Reports Second Quarter 2023 Financial Results Year Over Year Second Quarter Revenue up 28% / 1H23 up 63%

Exhibit 99.1 Velo3D Reports Second Quarter 2023 Financial Results Year Over Year Second Quarter Revenue up 28% / 1H23 up 63% •Q223 revenue of $25 million – 28% year over year increase •Continued gross margin expansion – 12%, up from 11% in Q123 •Record new customer demand – 90% of bookings in Q223 •Net cash flow in line with forecast – ended Q223 with $47M in cash •Updated 2023 revenue guidance of

VELO3D, INC. Up to $105,000,000 Senior Secured Convertible Notes

Filed pursuant to Rule 424(b)(5) Registration No. 333-268346 PROSPECTUS SUPPLEMENT (To Prospectus dated November 21, 2022) VELO3D, INC. Up to $105,000,000 Senior Secured Convertible Notes We entered into a Securities Purchase Agreement dated August 10, 2023 (the “Purchase Agreement”) with certain affiliated institutional investors (collectively, the “Purchaser”), relating to our offering of up to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2023 (July 25, 2023) Vel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2023 (July 25, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or organi

Velo3D Announces the Appointment of Dr. Adrian Keppler to Its Board of Directors Dr. Keppler’s Decades of Experience as an Additive Manufacturing Leader and Entrepreneur will Support Velo3D’s Growth Goals in Europe and Around the World Campbell, Cali

Velo3D Announces the Appointment of Dr. Adrian Keppler to Its Board of Directors Dr. Keppler’s Decades of Experience as an Additive Manufacturing Leader and Entrepreneur will Support Velo3D’s Growth Goals in Europe and Around the World Campbell, Calif. July 31, 2023 - Velo3D, Inc. (NYSE: VLD), a leading metal additive manufacturing technology company for mission-critical parts, has appointed Dr. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2023 (June 8, 2023) Velo3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2023 (June 8, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commissio

Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VELO3D, INC. Velo3D, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2023 (June 2, 2023) Velo3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2023 (June 2, 2023) Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation or organiza

POWER OF ATTORNEY

EX-24 2 velo3d-form144powerofattor.htm EX-24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints William McCombe and Bernard Chung, and each of them, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc. (the “Company”), any and all Form 144 reports

POWER OF ATTORNEY

EX-24 2 velo3d-form144powerofattor.htm EX-24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Bernard Chung, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc. (the “Company”), any and all Form 144 reports required to be filed by the undersigne

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints William McCombe and Bernard Chung, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc.

POWER OF ATTORNEY

EX-24 2 velo3d-form144powerofattor.htm EX-24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints William McCombe, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of Velo3D, Inc. (the “Company”), any and all Form 144 reports required to be filed by the undersig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39757 Velo3D, I

Letter Agreement between Silicon Valley Bank and Velo3D, Inc., dated April 7, 2023

April 7, 2023 Letter Agreement Reference is made to the Third Amended and Restated Loan and Security Agreement dated as of May 14, 2021 by and among (a) SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.

Fifth Loan Modification Agreement between Silicon Valley Bank and Velo3D, Inc., dated May 5, 2023

FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 5, 2023, by among (a) SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.

Velo3D Announces First Quarter 2023 Financial Results Reiterates 2023 Guidance on Continued Strong Demand

Exhibit 99.1 Velo3D Announces First Quarter 2023 Financial Results Reiterates 2023 Guidance on Continued Strong Demand •Q123 revenue of $27 million, 120% year over year increase •Gross margin expansion to 11%, up from 6% in Q422 •Strong bookings of $20 million, up >30% sequentially •Net cash flow improved from ($33) million to ($16) million, ahead of guidance CAMPBELL, Calif., May 1, 2023 - Velo3D

First Quarter 2023 Supplemental Slides Without Compromise M a y 1 , 2 0 2 3 2 Disclaimer Forward Looking Statement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Li

exh992-q123supplementale First Quarter 2023 Supplemental Slides Without Compromise M a y 1 , 2 0 2 3 2 Disclaimer Forward Looking Statement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2023 Velo3D, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2023 Velo3D, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39757 98-1556965 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin