Velo3D Inc美股招股说明书(2026-05-15版)

Velo3D, Inc. Up to $100,000,000 Shares of Common Stock We have entered into a Sales Agreement (the “sales agreement”) with Needham & Company, LLC (“Needham”), Cantor Fitzgerald &Co. (“Cantor”) and Craig Hallum Capital Group LLC (“Craig-Hallum”) relating to shares of our common stock, par value $0.00001per share, offered by this prospectus supplement and the accompanying prospectus. Needham, Cantor and Craig-Hallum are eachreferred to as an Agent and, collectively, as the Agents. In accordance with the terms of the sales agreement, from time to time we mayoffer and sell shares of our common stock having an aggregate offering price of up to $100 million to or through the Agent selected byus (the “Designated Agent”), acting as designated sales agent and/or principal. Our common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” On May 14, 2026, the last reported sale price ofour common stock on the Nasdaq Capital Market was $19.84 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemedto be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). Subject to terms of the sales agreement, the Agents are not required to sell any specific number or dollar amount ofsecurities but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practicesto sell on our behalf all of the shares of common stock requested to be sold by us, on mutually agreed terms between the Agents andus. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Agents for sales of our common stock sold pursuant to the sales agreement will be 3.0% of the gross proceedsof any shares of common stock sold under the sales agreement. See “Plan of Distribution” beginning on page S-8 for additionalinformation regarding the Agents’ compensation. In connection with the sale of our common stock on our behalf, each Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to any Agent will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contributions to the Agents againstcertain civil liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the“Exchange Act”). 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. 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. Needham & Company Craig-Hallum Cantor The date of this prospectus supplement is May 15, 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-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION BY REFERENCES-10 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 MATTERS35EXPERTS35S-i 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 referen