Velo3D Inc美股招股说明书(2026-04-27版)

Velo3D, Inc. 3,571,428Shares of Common Stock Velo3D, Inc. (the “Company,” “we” or “our”) is offering 3,571,428 shares of its common stock, $0.00001 par value per share, pursuantto this prospectus supplement and the accompanying prospectus. The public offering price for each share of common stock is $14.00. We are offering all of the shares of common stock offered by this prospectus on a firm commitment underwritten basis. Our common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” On April 24, 2026, the last reported sale priceof our common stock on the Nasdaq Capital Market was $17.36 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. See the section entitled “Prospectus Supplement Summary— Implications of Being a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” on page S-4 of thisprospectus supplement and in the accompanying prospectus and the documents that are incorporated by reference before youinvest in our securities. See “Where You Can Find More Information” and “Incorporation by Reference” below. (1) We have agreed to pay the underwriter underwriting discounts and commissions equal to 6.0% of the gross proceeds in thisoffering, subject to certain exceptions. See “Underwriting” beginning on page S-8 for additional information regarding compensationpayable in connection with this offering. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthe common stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense. Delivery of the shares of common stock offered hereby is expected to be made on or about April 28, 2026, subject to the satisfaction ofcertain closing conditions. Cantor The date of this prospectus supplement is April 27, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1RISK FACTORSS-4USE OF PROCEEDSS-6DIVIDEND POLICYS-6DILUTIONS-7UNDERWRITINGS-8LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND MORE INFORMATIONS-16INCORPORATION BY REFERENCES-17 Prospectus PAGEABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6WHERE YOU CAN FIND MORE INFORMATION7INCORPORATION OF INFORMATION BY REFERENCE8USE OF PROCEEDS9PLAN OF DISTRIBUTION10DESCRIPTION OF CAPITAL STOCK12DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS23DESCRIPTION OF UNITS30GLOBAL SECURITIES31LEGAL MATTERS35EXPERTS35 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we have filed withthe SEC, using the “shelf” registration process. Under this shelf registration process, we may, from time to time, sell shares of ourcommon stock in one or more offerings. This prospectus supplement describes the terms of this offering of our common stock andadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. The accompanying prospectus, dated April 8, 2026, including thedocuments incorporated by reference therein, provides more general information, some of which may not apply to this offering.Generally, when we refer to “this prospectus” herein, we are referring to both this prospectus supplement and the accompanyingprospectus combined. Neither we nor the underwriter have authorized anyone to provide you with information that is different from or in addition to theinformation contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. If anyoneprovides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriter are making an offerto sell the securities in any jurisdiction where the offer or sale is not permitted or in which the person making such offer or solicitationis not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. You should not assume that theinformation in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate orcomplete as of any date other than the date of the applicable document. Our business, financial condition, results of operations andprospects may have changed since that date. In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file withthe SEC. This means that we can disclose important information to you by referring you to those documents. To the extent there is ac