Velo3D Inc美股招股说明书(2026-05-18版)

Velo3D, Inc. 3,000,000 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholder identified inthis prospectus of 3,000,000 shares of our common stock, par value $0.00001 per share. The shares of common stock registered forresale by this prospectus are collectively referred to herein as the “Resale Shares.” We are registering the resale of the Resale Shareson behalf of the selling stockholder to satisfy certain registration rights that we have granted to the selling stockholder. Our registration of the resale of the Resale Shares does not mean that the selling stockholder will offer or sell all or any of the ResaleShares. The selling stockholder may offer, sell or distribute all or a portion of its Resale Shares from time to time directly or indirectlythrough one or more underwriters, broker-dealers or agents, and in one or more public or private transactions, which may involvecrosses or block transactions. The Resale Shares may be sold in one or more transactions at fixed prices, at prevailing market prices atthe 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 stockholder 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 stockholder 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 stockholder. Our common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” On May 13, 2026, the closing price for ourcommon stock was $21.01 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 on page 6 of this prospectus, and under similar headings in the other documents that areincorporated by reference into this prospectus, as described on page 15 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 May 18, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING5RISK FACTORS6USE OF PROCEEDS7DETERMINATION OF OFFERING PRICE7DESCRIPTION OF CAPITAL STOCK8SELLING STOCKHOLDER12PLAN OF DISTRIBUTION13LEGAL MATTERS14EXPERTS14WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15 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 stockholder has authorized anyone to provide you with different information. Neitherwe nor the selling stockholder 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 stockholder identified in this prospectus under the caption “Selling Stockholder,”from time to time, of 3,000,000 shares of common stock. We are not selling any of the Resale Shares under this prospectus, and wewill not receive any proceeds from the sale of the Resale Shares offered hereby by the selling stockholder. Neither we, nor the selling stockholder, have authorized anyone to give any information or to make any representation other than thosecontained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained orincorporated by reference in this prospectus. The selling stockholder is offering to sell, and seeking offers to buy, shares of ourcommon stock only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or the solicitation ofan offer to buy any shares other than the registered shares to which it relates, nor does this prospectus constitute an offer to sell or the