Filed
pursuant to Rule 424(b)(5)
File No. 333-279380
PROSPECTUS
Velo3D,
Inc.
21,949,079
Shares of Common Stock
This
prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “Selling
Stockholders”) of up to 21,949,079 shares of our common stock, par value $0.00001 per share (our “common stock”),
issuable upon the exercise of the 2024 Private Warrants (as defined below).
The
Selling Stockholders may offer, sell or distribute all or a portion of the shares of common stock hereby registered publicly or through
private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of
the shares of our common stock. We will bear all costs, expenses and fees in connection with the registration of these shares of common
stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all
commissions and discounts, if any, attributable to their sale of shares of our common stock. See “Plan of Distribution”
beginning on page 9 of this prospectus.
Our
common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “VLD.” On May 20,
2024, the last reported sales price of our common stock on the NYSE was $0.20 per share.
We
are an “emerging growth company” and a “smaller reporting company” as these terms are defined under the federal
securities laws and, as such, are subject to certain reduced public company reporting requirements.
Investing
in our common stock involves risks. See the section entitled “Risk Factors” beginning on page 4 of this prospectus, as
well as the section entitled “Risk Factors” beginning on page 19 of our Annual Report on Form 10-K for the year ended
December 31, 2023, which is incorporated by reference in this prospectus, to read about factors you should consider before buying
our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 21, 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)
using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to
time, sell or otherwise distribute the shares of common stock offered by them as described in the section titled “Plan of Distribution”
in this prospectus. We will not receive any proceeds from the sale by such Selling Stockholders of the shares of common stock offered
by them described in this prospectus.
Neither
we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than
those contained or incorporated by reference in this prospectus or any applicable prospectus supplement or, if permitted, any free writing
prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling
Stockholders will make an offer to sell these shares of common stock in any jurisdiction where the offer or sale is not permitted.
We
may also provide a prospectus supplement or, if required, a post-effective amendment to the registration statement to add information
to, update or change information contained or incorporated by reference in this prospectus. You should read both this prospectus and
any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information
to which we refer you in the section of this prospectus entitled “Where You Can Find More Information; Incorporation by Reference.”
Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus.
Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus
or any earlier prospectus supplement.
Unless
the context otherwise requires, references in this prospectus to:
| ● | “Legacy
Velo3D” refer to Velo3D, Inc., a Delaware corporation, prior to the closing of
the Merger (as defined herein); |
| ● | “Velo3D”
refer to Velo3D, Inc., a Delaware corporation (f/k/a JAWS Spitfire Acquisition Corporation,
a Cayman Islands exempted company, prior to domestication), and its consolidated subsidiaries
following the closing of the Merger; and |
| ● | “we,”
“us,” and “our” or the “Company”
refer to Velo3D following the closing of the Merger and to Legacy Velo3D prior to the closing
of the Merger. |
PROSPECTUS
SUMMARY
This
summary may not contain all the information that you should consider before investing in our common stock. You should read the entire
prospectus and the information incorporated by reference in this prospectus carefully, including “Risk Factors” and the financial
statements and related notes incorporated by reference herein, before making an investment decision.
Company
Overview
We
seek to fulfill the promise of additive manufacturing (“AM”), also referred to as three-dimensional printing or 3D
printing, to deliver breakthroughs in performance, cost and lead time in the production of high-value metal parts.
We
produce a fully integrated hardware and software solution based on our proprietary laser powder bed fusion (“L-PBF”)
technology, which greatly reduces and often eliminates the need for support structures. Our technology enables the production of highly
complex, mission-critical parts that existing AM solutions cannot produce without the need for redesign or additional assembly. Our Sapphire
family of systems gives our customers who are in space, aviation, defense, automotive, energy and industrial markets the freedom to design
and produce metal parts with complex internal features and geometries that had previously been considered impossible for AM. We believe
our technology is years ahead of competitors.
Our
technology is novel compared to other AM technologies based on its ability to deliver high-value metal parts that have complex internal
channels, structures and geometries. This affords a wide breadth of design freedom for creating new metal parts and it enables replication
of existing parts without the need to redesign the part to be manufacturable with AM. Because of these features, we believe our technology
and product capabilities are highly valued by our customers. Our customers are primarily original equipment manufacturers (“OEMs”)
and contract manufacturers who look to AM to solve issues with traditional metal parts manufacturing technologies. Those traditional
manufacturing technologies rely on processes, including casting, stamping and forging, that typically require high volumes to drive competitive
costs and have long lead times for production. Our customers look to AM solutions to produce assemblies that are lighter, stronger and
more reliable than those manufactured with traditional technologies. Our customers also expect AM solutions to drive lower costs for
low-volume parts and substantially shorter lead times. However, many of our customers have found that legacy AM technologies failed to
produce the required designs for the high-value metal parts and assemblies that our customers wanted to produce with AM. As a result,
other AM solutions often require that parts be redesigned so that they can be produced and frequently incur performance losses for high-value
applications.
In
contrast, our technology can deliver complex high value metal parts with the design advantages, lower costs and faster lead times associated
with AM, and generally avoids the need to redesign the parts. As a result, our customers have increasingly adopted our technology into
their design and production processes. We believe our value is reflected in our sales patterns, as most customers purchase a single machine
to validate our technology and purchase additional systems over time as they embed our technology in their product roadmap and manufacturing
infrastructure. We consider this approach a “land and expand” strategy, oriented around a demonstration of our value proposition
followed by increasing penetration with key customers.
The
Shares of Common Stock We Are Registering
The
shares of our common stock to which this prospectus relates are issuable upon the exercise of warrants (the “2024 Private Warrants”)
to purchase up to 21,949,079 shares of common stock that were issued to the Selling Stockholders on April 1, 2024 in a private placement
in connection with an amendment to our senior secured notes due 2026 (the “Secured Notes”). The
2024 Private Warrants will become exercisable 45 days after the original issuance date (the
“Initial Exercise Date”), will be exercisable at an exercise price of $0.4556 per share and will expire on the one-year
anniversary of the later of (i) the Initial Exercise Date and (ii) the date on which the registration statement of which this prospectus
forms a part is declared effective by the SEC. The Selling Stockholders may exercise the 2024 Private Warrants
by paying the exercise price in cash or by electing to reduce the then outstanding principal amount under the Secured Notes by an amount
equal to the quotient of (A) any or all, at the option of the Selling Stockholders, of the amount of such aggregate exercise price divided
by (B) one and twenty hundredths (1.20). The 2024 Private Warrants may also be exercised
on an alternative cashless basis under certain circumstances.
In
order to permit the public offer and resale from time to time of these shares of common stock by the Selling Stockholders, on April 1,
2024, we entered into a letter agreement, dated as of March 31, 2024 (the “Letter Agreement”), with the Selling Stockholders.
In accordance with the terms of the Letter Agreement, we are using this prospectus to register up
to 21,949,079 shares of common stock to be sold by the Selling Stockholders from time to time after
the date of this prospectus. The Selling Stockholders might not sell any or all of the shares of common stock offered by this prospectus.
For
additional information, see our Current Report on Form 8-K filed on April 2, 2024, which is incorporated herein by reference.
Corporate
Information
We
were incorporated on September 11, 2020 as a special purpose acquisition company and a Cayman Islands exempted company under the name
JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”). On December 7, 2020, JAWS Spitfire completed its initial
public offering of units. On September 29, 2021, JAWS Spitfire consummated a merger (the “Merger”) with Legacy Velo3D
pursuant to the Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire, Spitfire Merger Sub, Inc., a
Delaware corporation, and Legacy Velo3D, as amended. In connection with the Merger, JAWS Spitfire’s jurisdiction of incorporation
was changed from the Cayman Islands to the State of Delaware and JAWS Spitfire changed its name to Velo3D, Inc.
Our
address is 2710 Lakeview Court, Fremont, CA 94538. Our telephone number is (408) 610-3915. Our website address is https://www.velo3d.com.
Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this
prospectus or the registration statement of which it forms a part.
The
Offering
| Issuer
|
Velo3D,
Inc. |
| |
|
| Shares
of common stock offered by the Selling Stockholders |
Up
to 21,949,079 shares of our common stock issuable upon the exercise of the 2024 Private Warrants |
| |
|
| Terms
of the offering |
The
Selling Stockholders will determine when and how they will dispose of the shares of common stock registered under this prospectus
for resale. |
| |
|
| Use
of proceeds |
We
will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders. |
| |
|
| NYSE
symbol |
Our
common stock is listed on the NYSE under the symbol “VLD.” |
| |
|
Risk
factors
|
Investing
in our shares of common stock involves a high degree of risk. Before buying any of our shares of common stock, you should carefully
read the discussion of material risks of investing in our shares of common stock. Please see the section entitled “Risk
Factors” beginning on page 4 of this prospectus, as well as the section entitled “Risk Factors” beginning on page
19 of our Annual Report on Form 10-K for the year ended December 31, 2023, which report is incorporated by reference in this
prospectus. |
RISK
FACTORS
An
investment in our shares of common stock involves a high degree of risk. You should consider the risk factors described in the “Risk
Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which report is incorporated
herein by reference, in addition to the factors and other information contained in or incorporated by reference in this prospectus or
in any prospectus supplement or post-effective amendment, if required, before purchasing any of our common stock. We may face additional
risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business
or financial condition. The occurrence of any of these risks might cause you to lose all or part of your investments in the offered securities.
See “Where You Can Find More Information; Incorporation by Reference” and “Cautionary Note Regarding
Forward-Looking Statements.”
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
matters discussed in this prospectus and the documents incorporated by reference in this prospectus may constitute forward-looking statements
for purposes of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act of 1934, as amended
(the “Exchange Act”), and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied
by such forward-looking statements. The words “anticipate,” “believe,” “estimate,” “may,”
“expect” and similar expressions are generally intended to identify forward-looking statements. Our actual results may differ
materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation,
those discussed in the section entitled “Risk Factors,” and elsewhere in this prospectus and the documents incorporated
by reference herein, where such forward-looking statements appear. All written or oral forward-looking statements attributable to us
are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include, but are not limited
to, statements about:
| ● | the
ability to maintain the listing of our common stock on the NYSE, and the potential liquidity
and trading of our common stock; |
| ● | our
ability to execute our business plan, which may be affected by, among other things, competition,
and our ability to grow and manage growth profitably, maintain relationships with customers
and retain our key employees; |
| ● | changes
in applicable laws or regulations; |
| ● | the
inability to develop and maintain effective internal control over financial reporting; |
| ● | our
ability to service and comply with our indebtedness; |
| ● | our
ability to raise financing in the future; |
| ● | our
success in retaining or recruiting, or changes required in, our officers, key employees or
directors; |
| ● | the
period over which we anticipate our existing cash and cash equivalents will be sufficient
to fund our operating expenses and capital expenditure requirements and our ability to continue
as a going concern; |
| ● | the
potential for our business development efforts to maximize the potential value of our portfolio; |
| ● | regulatory
developments in the United States and foreign countries; |
| ● | the
impact of laws and regulations; |
| ● | our
expectations regarding our strategic realignment and related initiatives, and our strategic
business review process to explore alternatives in order to maximize stockholder value; |
| ● | our
estimates regarding expenses, future revenue, capital requirements and needs for additional
financing; |
| ● | our
financial performance; |
| ● | the
macroeconomic conditions, including economic downturns or recessions, inflation, interest
rate fluctuations, supply chain shortages and any lingering effects of the COVID-19 pandemic
on the foregoing; and |
| ● | other
factors detailed under the section entitled “Risk Factors”. |
The
forward-looking statements contained in this prospectus and the documents incorporated by reference herein reflect our views and assumptions
only as of the date of this prospectus or such document, as applicable. Except as required by law, we assume no responsibility for updating
any forward-looking statements.
We
qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking
statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
USE
OF PROCEEDS
All
of the shares of common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders
for their respective accounts. We will not receive any of the proceeds from these sales.
The
Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of the shares
of common stock. We will bear the costs, fees and expenses incurred in effecting the registration of the shares
of common stock covered by this prospectus, including all registration and filing fees, NYSE listing fees and fees and expenses
of our counsel and our independent registered public accounting firm.
SELLING
STOCKHOLDERS
The
Selling Stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by this
prospectus, which consists of up to 21,949,079 shares of common stock issuable upon the exercise of the 2024 Private Warrants.
The
term “Selling Stockholders”
includes the stockholders listed in the tables below and their permitted affiliate transferees who later come to hold any of the Selling
Stockholders’ interest in the shares of common stock in accordance with the terms of the Letter Agreement.
The
following tables provide, as of April 15, 2024, information regarding the beneficial ownership of our common stock of each Selling Stockholder,
the number of shares of common stock that may be sold by each Selling Stockholder under this prospectus and that each Selling Stockholder
will beneficially own after this offering.
Because
each Selling Stockholder may dispose of all, none or some portion of their shares of common stock, if and to the extent such Selling
Stockholder exercises its 2024 Private Warrant, no estimate can be given as to the number of shares of common stock that will be beneficially
owned by a Selling Stockholder upon termination of this offering. For purposes of the table below, however, we have assumed that after
termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the Selling
Stockholders and further assumed that the Selling Stockholders will not acquire beneficial ownership of any additional securities during
the offering. In addition, the Selling Stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise
dispose of, at any time and from time to time, our common stock in transactions exempt from the registration requirements of the Securities
Act after the date on which the information in the table is presented.
Under
the terms of the 2024 Private Warrants, the Selling Stockholders may not receive any shares of our common stock otherwise deliverable
upon exercise of the 2024 Private Warrants to the extent, but only to the extent, that such receipt would cause the Selling Stockholder
(together with the Selling Stockholder’s Affiliates and Attribution Parties (as such terms are defined in the 2024 Private Warrants))
to become, directly or indirectly, the beneficial owner of more than 4.99% of the shares of our common stock outstanding at such time.
We
may amend or supplement this prospectus from time to time in the future to update or change this Selling Stockholders list and the shares
of common stock that may be resold.
Please
see the section titled “Plan of Distribution”
for further information regarding the Selling Stockholders’ method of distributing these shares.
| | |
Shares of Common Stock | |
| ame | |
Number
Beneficially
Owned
Prior to
Offering(1) | | |
Number
Registered
for Sale
Hereby | | |
Number
Beneficially
Owned
After
Offering | | |
Percent
Owned
After
Offering(2) | |
| High Trail Investments ON LLC(3)(4) | |
| 16,779,632 | | |
| 8,779,632 | | |
| 8,000,000 | | |
| 2.7 | % |
| HB SPV I Master Sub LLC(3)(4) | |
| 25,169,447 | | |
| 13,169,447 | | |
| 12,000,000 | | |
| 4.1 | % |
| (1) | Figures
in this column consist of (i) shares of our common stock held directly by such Selling Stockholder,
(ii) shares of our common stock issuable upon exercise of the 2024 Private Warrants and (iii)
shares of our common stock issuable upon exercise of the warrants issued to the Selling Stockholders
on December 29, 2023 (the “2023 Warrants”). |
| (2) | The
percentage of shares to be beneficially owned after completion of the offering is calculated
on the basis of 296,145,070 shares of common stock outstanding as of April 15, 2024, assuming
(i) the issuance of all shares of common stock issuable upon exercise of the 2024 Private
Warrants and the sale of all such common stock by the Selling Stockholders and (ii) the issuance
of all shares of common stock issuable upon exercise of the 2023 Warrants, in each case,
without taking account of any limitation on exercise pursuant to the terms of the 2024 Private
Warrants and 2023 Warrants, as applicable. |
| (3) | Hudson
Bay Capital Management LP, the investment manager of the Selling Stockholders, has voting
and investment power over these securities. Sander Gerber is the managing member of Hudson
Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each
of the Selling Stockholders and Sander Gerber disclaims beneficial ownership over these securities.
The address of each Selling Stockholder is c/o Hudson Bay Capital Management LP, 28 Havemeyer
Place, 2nd Floor, Greenwich, CT 06830. |
| (4) | In
addition to the entry into the Letter Agreement and the issuance of the 2024 Private Warrants
pursuant thereto, we have entered into the following
transactions with the Selling Stockholders: |
| ● | On
August 14, 2023, pursuant to a
Securities Purchase Agreement, dated August 14, 2023, as amended (the “Securities
Purchase Agreement”), with the Selling Stockholders, we
issued to the Selling Stockholders $70,000,000
aggregate principal amount of our senior secured convertible notes due 2026 (the “Initial
Secured Convertible Notes”). Pursuant to the Securities Purchase Agreement,
the Selling Stockholders have the right to purchase up to an additional $35.0 million in
aggregate principal amount of our senior secured convertible notes due 2026. |
| ● | On
November 28, 2023, pursuant to a Securities Exchange Agreement, dated November 27, 2023,
with the Selling Stockholders, (i) we made a cash payment
to the Selling Stockholders of $15.0 million
to repay $12.5 million of aggregate principal amount of the Initial Secured Convertible Notes,
together with accrued and unpaid interest (which interest rate was at the Default Interest
rate provided in the Initial Secured Convertible Notes and accrued as of October 1, 2023),
(ii) the remaining Initial Secured Convertible Notes were exchanged for (A) $57.5 million
aggregate principal amount of Secured Notes and (B) 10,000,000 shares of common stock, and
(iii) we made a cash payment to the Selling Stockholders of
accrued and unpaid interest (which interest rate was at the Default Interest rate provided
in the Initial Secured Convertible Notes and accrued as of October 1, 2023) on the remaining
Initial Secured Convertible Notes so exchanged. |
| ● | On
December 29, 2023, (i) pursuant to a securities purchase agreement, dated December 27, 2023,
with the Selling Stockholders, we sold the Selling Stockholders 10,000,000 shares of common
stock and warrants to purchase 10,000,000 shares of common stock for an aggregate purchase
price of $5.0 million, and (ii) pursuant to a note amendment to the Secured Notes, dated
December 27, 2023, with the Selling Stockholders, we made a cash payment to the Selling Stockholders
of $25.0 million to repay approximately $20.8 million of aggregate principal amount of the
Secured Notes, together with accrued and unpaid interest, and made certain amendments to
the Secured Notes. |
| ● | On
April 1, 2024, pursuant to a note amendment to the
Secured Notes, dated March 31, 2024, with the Selling Stockholders, we made a
cash payment of $5.5 million to the Selling Stockholders to repay approximately $4.2 million
of aggregate principal amount of the Secured Notes, together with accrued and unpaid interest,
and on April 15, 2024, we made a cash payment of $5.5 million to the Selling Stockholders
to repay approximately $4.6 million of principal of the Secured Note, together with accrued
and unpaid interest. |
PLAN
OF DISTRIBUTION
The
Selling Stockholders, which as used herein includes permitted affiliate transferees, pledgees or other successors-in-interest selling
shares of our common stock or interests in our common stock received after the date of this prospectus from the Selling Stockholders
as a transfer, may, from time to time, sell, transfer, distribute or otherwise dispose of certain of their shares of common stock or
interests in our common stock on any stock exchange, market or trading facility on which shares of our common stock are traded or in
private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The
Selling Stockholders may use any one or more of the following methods when disposing of their shares of common stock or interests therein:
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block
trades (which may involve crosses) in which the broker-dealer will attempt to sell the shares
of common stock as agent, but may position and resell a portion of the block as principal
to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its accounts; |
| ● | an
exchange distribution and/or secondary distribution in accordance with the rules of the applicable
exchange; |
| ● | privately
negotiated transactions; |
| ● | distributions
to their affiliates; |
| ● | short
sales (including short sales “against the box”) effected after the date of the
registration statement of which this prospectus is a part is declared effective by the SEC; |
| ● | through
the writing or settlement of standardized or over-the-counter options or other hedging transactions,
whether through an options exchange or otherwise; |
| ● | in
market transactions, including transactions on a national securities exchange or quotations
service or over-the-counter market; |
| ● | by
pledge to secure debts and other obligation; |
| ● | directly
to purchasers, including our affiliates and stockholders, in a rights offering or otherwise; |
| ● | broker-dealers
may agree with the Selling Stockholders to sell a specified number of such shares of common
stock at a stipulated price per share; and |
| ● | through
a combination of any of these methods or any other method permitted by applicable law. |
The
Selling Stockholders may effect the distribution of our common stock from time to time in one or more transactions either:
| ● | at
a fixed price or prices, which may be changed from time to time; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices relating to the prevailing market prices; or |
The
Selling Stockholders may, from time to time, pledge or grant a security interest in some shares of our common stock owned by them and,
if a Selling Stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such
shares of common stock, as applicable, from time to time, under this prospectus, or under an amendment or supplement to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of the Selling Stockholders to include
the pledgee or other successors in interest as the Selling Stockholders under this prospectus.
The
Selling Stockholders may agree to indemnify a broker-dealer or agent against certain liabilities related to the sale of our common stock,
including liabilities under the Securities Act. The Selling Stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale of their common stock. Upon our notification
by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through
a block trade, special offering, exchange distribution, secondary distribution or a purchase by aa broker-dealer, we will file a supplement
to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing certain material information,
including:
| ● | the
name of the Selling Stockholder; |
| ● | the
number of common stock being offered; |
| ● | the
terms of the offering; |
| ● | the
names of the participating broker-dealers or agents; |
| ● | any
discounts, commissions or other compensation paid to broker-dealers and any discounts, commissions
or concessions allowed or reallowed or paid by any dealers; |
| ● | the
public offering price; |
| ● | any
delayed delivery arrangements; and |
| ● | other
material terms of the offering. |
In
addition, upon being notified by a Selling Stockholder that a permitted affiliate transferee, pledgee or other successor in-interest
intends to sell common stock, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such
person as a Selling Stockholder.
Agents,
broker-dealers or their affiliates may engage in transactions with, or perform services for, the Selling Stockholders (or their affiliates)
in the ordinary course of business. The Selling Stockholders may also use other third parties with whom such Selling Stockholders have
a material relationship.
The
Selling Stockholders (or their affiliates) will describe the nature of any such relationship in the applicable prospectus supplement.
There
can be no assurances that the Selling Stockholders will sell, nor are the Selling Stockholders required to sell, any or all of the common
stock offered under this prospectus.
In
connection with the sale of shares of our common stock or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of our common stock in the course of hedging
the positions they assume. The Selling Stockholders may also sell shares of our common stock short and deliver these securities to close
out their short positions, or loan or pledge shares of our common stock to broker-dealers that in turn may sell these securities. The
Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities that require the delivery to such broker-dealer or other financial institution of shares of our
common stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The
aggregate proceeds to the Selling Stockholders from the sale of shares of our common stock offered by them will be the purchase price
of such shares of our common stock less discounts or commissions, if any. The Selling Stockholders reserve the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of share of our common stock or warrants to
be made directly or through agents. We will not receive any of the proceeds from any offering by the Selling Stockholders.
The
Selling Stockholders also may in the future resell a portion of our common stock in open market transactions in reliance upon Rule 144 under
the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or pursuant to other available
exemptions from the registration requirements of the Securities Act.
The
Selling Stockholders and any broker-dealers or agents that participate in the sale of shares of our common stock or interests therein
may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions
or profit they earn on any resale of shares of our common stock may be underwriting discounts and commissions under the Securities
Act. If any Selling Stockholder is an “underwriter” within the meaning of Section 2(11) of the Securities Act, then such
Selling Stockholder will be subject to the prospectus delivery requirements of the Securities Act. Dealers and agents may be entitled,
under agreements entered into with the Selling Stockholders, to indemnification against and contribution toward specific civil liabilities,
including liabilities under the Securities Act.
To
the extent required, our common stock to be sold, the respective purchase prices and public offering prices, the names of any agent or
dealer, and any applicable discounts, commissions, concessions or other compensation with respect to a particular offer will be set forth
in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this
prospectus. To facilitate the offering of shares of our common stock offered by the Selling Stockholders, certain persons participating
in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. This may include
over-allotments or short sales, which involve the sale by persons participating in the offering of more shares of common stock than were
sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open
market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of our common
stock by bidding for or purchasing shares of common stock in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in the offering may be reclaimed if shares of common stock sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of our common stock
at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. These transactions
may be effected on any exchange on which the shares of common stock are traded, in the over-the-counter
market or otherwise.
Under
the Letter Agreement, we have agreed to indemnify the applicable Selling Stockholders party thereto against certain liabilities that
they may incur in connection with the sale of the shares of common stock registered hereunder,
including liabilities under the Securities Act, and to contribute to payments that the Selling Stockholders may be required to make
with respect thereto. In addition, the Selling Stockholders may agree to indemnify any broker-dealer or agent against certain liabilities
related to the selling of the shares of common stock , including liabilities arising under
the Securities Act.
Under
the Letter Agreement, we have agreed to maintain the effectiveness of the registration statement of which this prospectus forms a part
pursuant to such agreement until the earliest of (i) the one year anniversary of the expiration date of the 2024 Private Warrants and
(ii) with respect to any Selling Stockholder, the date on which such Holder ceases to own any Registrable Securities (as defined in the
Letter Agreement). Pursuant to the Letter Agreement, the shares of common stock issued or issuable
upon the exercise of the 2024 Private Warrants will cease to be Registrable Securities upon the earliest of (A) when they are sold
by a Selling Stockholder (other than a sale to an affiliate of the Selling Stockholder), whether pursuant to an effective registration
statement under the Securities Act, pursuant to Rule 144 under the Securities Act or otherwise, (B) when they shall have ceased
to be outstanding, and (C) when they may be sold pursuant to Rule 144 under the Securities Act without restriction on the basis of volume
or manner of sale limitations.
We
have agreed to pay all expenses in connection with this offering, other than selling commissions, stock transfer taxes and certain legal
expenses. Selling Stockholders may use this prospectus in connection with resales of shares of our common stock. This prospectus and
any accompanying prospectus supplement will identify the Selling Stockholders, the terms of our common stock and any material relationships
between us and the Selling Stockholders. Selling Stockholders may be deemed to be underwriters under the Securities Act in
connection with shares of our common stock they resell and any profits on the sales may be deemed to be underwriting discounts and commissions
under the Securities Act. Unless otherwise set forth in a prospectus supplement, the Selling Stockholders will receive all the net
proceeds from the resale of shares of our common stock.
A
Selling Stockholder that is an entity may elect to make an in-kind distribution of common stock to its members, partners or stockholders
pursuant to the registration statement of which this prospectus is a part by delivering a prospectus, as amended or supplemented. To
the extent that such transferees are not affiliates of ours, such transferees will receive freely tradable shares of common stock pursuant
to the distribution effected through this registration statement.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby has been passed upon for us by Fenwick & West LLP.
EXPERTS
The
financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023
have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company's ability to continue
as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available
Information
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
website address is www.velo3d.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.
This
prospectus and any applicable prospectus supplement are part of a registration statement that we filed with the SEC and do not contain
all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided
below. Statements in this prospectus or any prospectus supplement about these documents are summaries, and each statement is qualified
in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description
of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
Incorporation
by Reference
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently
filed document incorporated by reference modifies or replaces that statement.
This
prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC:
| ● | our Annual Report on Form 10-K for the year ended December
31, 2023, filed with the SEC on April 3, 2024; |
| ● | our Quarterly Report on Form 10-Q for the three months ended
March 31, 2024, filed with the SEC on May 15, 2024; |
| ● | our Current Reports on Form 8-K filed with the SEC on January 4, 2024 (but only with respect to Item 3.01 thereto), January 30, 2024, January 31, 2024, April 2, 2024, April 11, 2024 (but only with
respect to Item 1.01 thereto and exhibits 4.1, 4.2, 5.1, 10.1, 10.2 and 23.1 thereto) and April 22, 2024 (but only with respect to Item
5.02 thereto and exhibits 10.1 and 10.2 thereto); |
| ● | our Definitive Proxy Statement on Schedule 14A filed with
the SEC on April 29, 2024 (but only with respect to information required by Part III of our Annual Report on Form 10-K for the year
ended December 31, 2023); and |
| ● | the description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on December 2, 2020, as updated by the description of our common stock contained in Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2022, including any subsequent amendments or reports filed
for the purpose of updating such description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus,
prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed
with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of
the filing of such reports and documents.
We
will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits
to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests may be made by telephone
at 1 (408)-610-3915, or by sending a written request to Velo3D, Inc., 2710 Lakeview Court, Fremont, CA 94538, Attention: Investor Relations.
14
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