Velo3D Inc美股招股说明书(2026-01-20版)

Velo3D, Inc. 3,636,363 shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified inthis prospectus of up to 3,636,363 shares of our common stock, par value $0.00001 per share. The shares of common stock registeredfor resale by this prospectus are collectively referred to herein as the “Resale Shares.” We are registering the resale of the ResaleShares on behalf of the selling stockholders to satisfy certain registration rights that we have granted to the selling stockholders. Our registration of the resale of the Resale Shares does not mean that the selling stockholders will offer or sell all or any of the ResaleShares. The selling stockholders may offer, sell or distribute all or a portion of their Resale Shares from time to time directly orindirectly through one or more underwriters, broker-dealers or agents, and in one or more public or private transactions, which mayinvolve crosses or block transactions. The Resale Shares may be sold in one or more transactions at fixed prices, at prevailing marketprices at the time of the sale or at negotiated prices. See the section entitled “Plan of Distribution” for more information. We will not receive any proceeds from any sale of the Resale Shares by the selling stockholders pursuant to this prospectus. We haveagreed to bear the expenses in connection with the registration of the resale of the Resale Shares to be offered by this prospectus by theselling stockholders except for any underwriting discounts and commissions or transfer taxes relating to the sale of the Resale Shares,which will be borne by the selling stockholders. Our common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” On January 12, 2026, the closing price for ourcommon stock was $22.09 per share. We are a “smaller reporting company” as defined under federal securities laws and, as such, may elect to comply with certainreduced public company reporting requirements for future filings. Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading“Risk Factors”contained in this prospectus and under similar headings in the other documents that are incorporated byreference into this prospectus, as described on page 7 of this prospectus. Neither theSecurities 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. This prospectus is dated January 20, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING6RISK FACTORS7USE OF PROCEEDS8DETERMINATION OF OFFERING PRICE8DESCRIPTION OF CAPITAL STOCK9SELLING STOCKHOLDERS13PLAN OF DISTRIBUTION14LEGAL MATTERS15EXPERTS15CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT16WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE18INDEX TO CONSOLIDATED FINANCIAL STATEMENTS19 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference toexhibits to the registration statement of which this prospectus forms a part and any applicable prospectus supplement oramendment. Neither we nor the selling stockholders have authorized anyone to provide you with different information. Neitherwe nor the selling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted. Youshould not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any dateother than the date of the applicable document. Since the date of this prospectus and the documents filed as exhibits to theregistration statement of which this prospectus forms a part, our business, financial condition, results of operations andprospects may have changed. ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,”from time to time, of up to 3,636,363 shares of common stock. We are not selling any of the Resale Shares under this prospectus, andwe will not receive any proceeds from the sale of the Resale Shares offered hereby by the selling stockholders. Neither we, nor the selling stockholders, have authorized anyone to give any information or to make any representation other thanthose contained or incorporated by reference in this prospectus. You must not rely upon any information or representation notcontained or incorporated by reference in this prospectus. The selling stockholders are offering to sell, and seeking offers to buy,shares of our common stock only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or thesolicitation of an offer to buy any s