Velo3D Inc美股招股说明书(2025-08-20版)

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 limited public trading market for our common stock. Our common stock is currently quoted on the OTCQX BestMarket (the “OTCQX”) operated by OTC Markets Group, Inc. under the symbol “VLDX”. In connection with this offering, ourcommon stock has been approved for listing on the Nasdaq Capital Market under the symbol “VELO”. The sale prices of our commonstock on the OTCQX may not be indicative of the prices of our common stock when traded on the Nasdaq Capital Market. We are an “emerging growth company” and a “smaller reporting company” as defined under federal securities laws and, as such, mayelect to comply with certain reduced public company reporting requirements. Additionally, we expect that we will be a “controlled company” under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) uponlisting on the Nasdaq Capital Market, as Arun Jeldi and affiliated entities, our current controlling stockholder and Chief ExecutiveOfficer, controls a majority of the total voting power of our common stock. As of August 5, 2025, Mr. Arun beneficially ownedapproximately 88% of our outstanding shares of common stock. See “Management–Controlled Company Status Under Nasdaq Rules”on page 86 for more information. Public offering price (1)We have agreed to reimburse the underwriters for certain expenses. See “Underwriting” on page 113 for additionalinformation regarding underwriting compensation. We have also granted Lake Street Capital Markets, LLC, who is acting as the representative (the “Representative”) of the severalunderwriters, an option to purchase up to an additional 875,000 shares of common stock from us to cover over-allotments. Theunderwriters may exercise this option at any time and from time to time during the 30-day period from the date of this prospectus. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” starting on page 9 andelsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in oursecurities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contraryis a criminal offense. The underwriters expect to deliver the shares of common stock to the purchasers on or about August 20, 2025. Lake Street The date of this prospectus is August 19,2025 CERTAIN DEFINED TERMS Unless otherwise stated in this prospectus or the context otherwise requires, references to: “2022 Private Warrant” means the warrant to purchase up to 134 shares of common stock issued to Silicon Valley Bank inconjunction with the joinder and fourth loan modification agreement. “Additional Secured Convertible Notes” means up to an additional $35.0 million in aggregate principal amount of SeniorConvertible Notes we have granted the holders of the Secured Notes the right to purchase so long as the notice to exercise such optionis provided no later than the August 14, 2025. “ATM Offering” mean our “at-the-market” offering of common stock pursuant to the ATM Sales Agreement. “ATM Sales Agreement” means the sales agreement, dated February 6, 2023, between us and Needham & Company, LLC, asagent. “Bylaws” means the second amended and restated bylaws of the Company. “Business Combination Agreement” means that certain Business Combination Agreement, dated as of March 22, 2021, by andamong JAWS Spitfire, Merger Sub and Legacy Velo3D, as amended by Amendment #1 to Business Combination Agreement dated asof July 20, 2021. “Certificate of Incorporation” means the certificate of incorporation of the Company, as amended. “common stock” means the shares of common stock, par value $0.00001 per share, of the Company. “Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of JAWS Spitfire, prior to theDomestication, which automatically converted, on a one-for-one basis, into shares of common stock in connection with the Closing. “Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of JAWS Spitfire, prior to theDomestication, which automatically converted, on a one-for-one basis, into shares of common stock in connection with the Closing. “Closing” means the closing of the Merger. “Closing Date” means September 29, 2021. “Code” means the Internal Revenue Code of 1986, as amended. “Domestication” means the domestication contemplated by the Business Combination Agreement, whereby JAWS Spitfireeffected a deregistration and a transfer by way of continuation from the Cayman Islands to the State of Delawa