Velo3D, Inc. — Regulatory Filings 2025

Aug 13, 2025

S-1/A 1 forms-1a.htm S-1/A

As filed with the Securities and Exchange Commission on August 13, 2025.

Registration No. 333-289337

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Velo3D, Inc.

(Exact name of registrant as specified in its charter)

Delaware	3559	98-1556965
(State
or other jurisdiction of incorporation
or organization)	(Primary
Standard Industrial Classification
Code Number)	(I.R.S.
Employer Identification
Number)

2710 Lakeview Court

Freemont, CA 94538

(408) 610-3915

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

Nancy Krystal

Vice President, General Counsel

Velo3D, Inc.

270 Lakeview Court

Freemont, CA 94538

(408) 610-3915

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Thomas M. Rose Nicole A. Edmonds Troutman Pepper Locke LLP 401 9 th Street, N.W., Suite 1000 Washington, D.C. 20004 Tel: (202) 274-2950 David E. Danovitch Angela Gomes Sullivan & Worcester LLP 1251 Avenue of the Americas, 19 th Floor New York, NY 10019 (202) 274-2950

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer ☐ | Accelerated
filer ☐ |
| --- | --- |
| Non-accelerated
filer ☒ | Smaller
reporting company ☒ |
| | Emerging
growth company ☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

Velo3D, Inc. (the “Registrant”) is filing this Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-289337) as an exhibits-only filing to include Exhibits 1.1, 5.1 and 23.3. Accordingly, this Amendment consists only of the facing page, this explanatory note, and Item 16 of Part II of the Registration Statement, including the signature page and exhibit index. The prospectus is unchanged and has been omitted.

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Item 16. Exhibits and financial statement schedules.

(a) Exhibits.

The exhibits listed below are filed as part of this registration statement.

The exhibits to the Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

| Exhibit
Number | Exhibit
Title | Form | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- |
| 1.1 | Form
of Underwriting Agreement (including the form of Lock-Up Agreement) | | | X |
| 2.1 | Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire Acquisition Corporation, Spitfire Merger Sub, Inc., and Velo3D, Inc. | 8-K | 2.1 | 03/23/2021 |
| 2.2 | Amendment No. 1 to the Business Combination Agreement, dated July 20, 2021, by and among JAWS Spitfire Acquisition Corporation, Spitfire Merger Sub, Inc., and Velo3D, Inc. | S-4/A | Annex
AA | 07/20/2021 |
| 3.1 | Certificate of Incorporation of Velo3D, Inc. | 8-K | 3.1 | 10/05/2021 |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc. | 8-K | 3.1 | 06/09/2023 |
| 3.3 | Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc. | 8-K | 3.1 | 07/02/2025 |
| 3.4 | Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc. | 8-K | 3.1 | 07/25/2025 |
| 3.5 | Second Amended and Restated Bylaws of Velo3D, Inc. | 8-K | 3.1 | 12/26/2024 |
| 4.1 | Specimen Unit Certificate | S-1 | 4.1 | 11/27/2020 |
| 4.2 | Specimen Ordinary Share Certificate | S-1 | 4.2 | 11/27/2020 |
| 4.3 | Specimen Warrant Certificate | S-1 | 4.3 | 11/27/2020 |
| 4.4 | Certificate of Corporate Domestication of JAWS Spitfire Acquisition Corporation | 8-K | 4.4 | 10/05/2021 |
| 4.5 | Warrant Agreement between Continental Stock Transfer & Trust Company and JAWS Spitfire Acquisition Corporation, dated December 7, 2020 | 8-K | 4.1 | 12/08/2020 |
| 4.6 | Description of Securities Registered Under Section 12 of the Exchange Act | 10-K | 4.6 | 03/23/2023 |
| 4.7 | Warrant to Purchase Common Stock | 8-K | 4.1 | 07/29/2022 |

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| Exhibit
Number | Exhibit
Title | Form | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- |
| 4.8 | Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee | 8-K | 4.1 | 08/15/2023 |
| 4.9 | First Supplemental Indenture, dated as of August 14, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee | 8-K | 4.2 | 08/15/2023 |
| 4.10 | Form of Note | 8-K | 4.3 | 08/15/2023 |
| 4.11† | Second Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee | 8-K | 4.1 | 11/29/2023 |
| 4.12 | Form of Exchange Note | 8-K | 4.2 | 11/28/2023 |
| 4.13 | Form of Warrant | 8-K | 4.1 | 11/28/2023 |
| 4.14 | Form of Placement Agent Warrants | 8-K | 4.2 | 11/28/2023 |
| 4.15 | Form of April 2024 Warrant | 8-K | 4.1 | 04/02/2024 |
| 4.16 | Note Amendment, dated March 31, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC. | 8-K | 4.2 | 04/02/2024 |
| 4.15 | Note Amendment, dated December 27, 2023, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC | 8-K | 4.3 | 11/28/2023 |
| 4.16 | Form of Warrant | 8-K | 4.1 | 04/11/2024 |
| 4.17 | Form of Placement Agent Warrant | 8-K | 4.2 | 04/11/2024 |
| 4.18 | Form of July Warrant | 8-K | 4.1 | 07/01/2024 |
| 4.19 | Third Note Amendment, dated July 1, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC. | 8-K | 4.2 | 07/01/2024 |
| 4.20 | Form of New Warrant | 8-K | 4.1 | 08/13/2024 |
| 5.1 | Opinion of Troutman Pepper Locke LLP | | | X |
| 10.1 | Sponsor Letter Agreement, dated as of March 22, 2021, by and among Spitfire Sponsor LLC, certain other holders set forth on Schedule I thereto, JAWS Spitfire Acquisition and Velo3D, Inc. | 8-K | 10.2 | 03/23/2021 |
| 10.2 | Form of Subscription Agreement | 8-K | 10.1 | 03/23/2021 |
| 10.3 | Amended and Restated Registration Rights Agreement, dated September 29, 2021, by and among the Company, Spitfire Sponsor LLC, and other Holders party thereto | 8-K | 10.3 | 10/05/2021 |

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| Exhibit
Number | Exhibit
Title | Form | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- |
| 10.4 | 2014 Equity Incentive Plan | 8-K | 10.4 | 10/05/2021 |
| 10.5 | 2021 Equity Incentive Plan | 8-K | 10.5 | 10/05/2021 |
| 10.6 | Form of Option Award Agreement | 8-K | 10.6 | 10/05/2021 |
| 10.7 | Form of RSU Award Agreement | 8-K | 10.7 | 10/05/2021 |
| 10.8 | Form of Rollover Option Award Agreement | 8-K | 10.8 | 10/05/2021 |
| 10.9 | Form of Restricted Stock Award Agreement | 8-K | 10.9 | 10/05/2021 |
| 10.10 | Form of Stock Appreciation Right Award Agreement | 8-K | 10.10 | 10/05/2021 |
| 10.11 | Form of Stock Bonus Award Agreement | 8-K | 10.11 | 10/05/2021 |
| 10.12 | Form of Performance Shares Award Agreement | 8-K | 10.12 | 10/05/2021 |
| 10.13 | 2021 Employee Stock Purchase Plan | 8-K | 10.13 | 10/05/2021 |
| 10.14 | Employment Agreement, dated July 13, 2020, between Velo3D, Inc. and Mr. McCombe | S-4/A | 10.10 | 06/29/2021 |
| 10.15 | Addendum to Employment Agreement, dated October 26, 2020, between Velo3D, Inc. and Mr. McCombe | S-4/A | 10.11 | 06/29/2021 |
| 10.16 | Employment Agreement, dated September 21, 2020, between Velo3D, Inc. and Ms. Youssef | S-4/A | 10.12 | 06/29/2021 |
| 10.17 | Form of Director and Officer Indemnification Agreement | 8-K | 10.18 | 10/05/2021 |
| 10.18 | Lease by and between Velo3D, Inc. and Division Street Property II, LLC, dated February 19, 2016 | 8-K | 10.19 | 10/05/2021 |
| 10.19 | First Amendment to Lease by and between Velo3D, Inc. and Division Street Property II, LLC, dated April 7, 2021 | 8-K | 10.20 | 10/05/2021 |
| 10.2 | Lease by and between Velo3D, Inc. and Colfin 2019-2D Industrial Owner, LLC, dated June 28, 2021 | 8-K | 10.21 | 10/05/2021 |
| 10.21 | Sales Agreement, by and between Velo3D and Needham dated February 6, 2023 | 8-K | 1.1 | 02/06/2023 |
| 10.22† | Securities Purchase Agreement, dated as of August 10, 2023, by and among the Company and High Trail Investors ON LLC and HB SPV I Master Sub LLC, as buyers | 8-K | 10.1 | 08/15/2023 |
| 10.23 | Placement Agent Agreement, dated as of August 10, 2023, by and between the Company and Credit Suisse Securities (USA) LLC, as placement agent | 8-K | 10.2 | 08/15/2023 |

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| Exhibit
Number | Exhibit
Title | Form | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- |
| 10.24† | Security Agreement, dated as of August 14, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent | 8-K | 10.3 | 08/15/2023 |
| 10.25 | Form of Voting Agreement (included as Exhibit D to the Securities Purchase Agreement filed as Exhibit 10.22) | 8-K | 10.4 | 08/15/2023 |
| 10.26 | Form of Change in Control Agreement | 8-K | 10.1 | 10/02/2023 |
| 10.27† | Securities Exchange Agreement, dated November 27, 2023, by and among the Company, High Trail Investors ON LLC and HB SPV I Master Sub LLC | 8-K | 10.1 | 11/28/2023 |
| 10.28† | Amendment to Securities Purchase Agreement, dated November 27, 2023, by and among the Company, High Trail Investors ON LLC and HB SPV I Master Sub LLC | 8-K | 10.2 | 11/28/2023 |
| 10.29 | Form of Voting Agreement (included as Exhibit D to the Securities Exchange Agreement filed as Exhibit 10.27) | 8-K | 10.3 | 11/28/2023 |
| 10.30† | Amendment to Security Agreement, dated as of November 28, 2023, by and among the Company, Velo3D US, Inc. and High Trail Investors ON LLC, as collateral agent | 8-K | 10.4 | 11/28/2023 |
| 10.31 | Separation Agreement, dated December 15, 2023, by and between Velo3D, Inc. and Benyamin Buller | 8-K | 10.1 | 12/15/2023 |
| 10.32 | Form of Securities Purchase Agreement, dated December 27, 2023, between Velo3D, Inc. and the Purchasers | 8-K | 10.1 | 12/28/2023 |
| 10.33 | Placement Agency Agreement, dated December 27, 2023, by and between the Company and A.G.P./Alliance Global Partners | 8-K | 10.2 | 12/28/2023 |
| 10.34* | Offer Letter, dated November 10, 2022, between Velo3D, Inc. and Mr. Kreger | 10-K | 10.34 | 04/03/2024 |

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| Exhibit
Number | Exhibit
Title | Form | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- |
| 10.35 | Employment Agreement, dated December 3, 2020, between Velo3D, Inc. and Mr. Chung | 10-K | 10.35 | 04/03/2024 |
| 10.36 | Letter Agreement, dated March 31, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC. | 8-K | 10.1 | 04/02/2024 |
| 10.37 | Form of Securities Purchase Agreement | 8-K | 10.1 | 04/11/2024 |
| 10.38 | Placement Agency Agreement, dated April 10, 2024, by and between the Company and A.G.P./Alliance Global Partners. | 8-K | 10.2 | 04/11/2024 |
| 10.39 | Letter Agreement, dated July 1, 2024, by and among the Company, High Trail Investments ON LLC and HB SPV I Master Sub LLC. | 8-K | 10.1 | 07/01/2024 |
| 10.40 | Form of Warrant Inducement Agreement by and between Velo 3D, Inc. and Holder(s) | 8-K | 10.1 | 08/13/2024 |
| 10.41 | License and Support Services Agreement, effective September 12, 2024, by and among Space Exploration Technologies Corp., Velo3D, Inc. and Velo3D US, Inc. | 8-K | 10.1 | 09/13/2024 |
| 10.42 | Limited Consent dated September 12, 2024 by and between Velo3D, Inc., Note Holders, and U.S. Bank Trust Company, National Association | 8-K | 10.2 | 09/13/2024 |
| 10.43 | Forbearance Agreement, dated as of December 9, 2024, by and among Velo3D, Inc., Velo3d US, Inc., High Trail Investments ON LLC and HB SPV I Master Sub LLC. | 8-K | 10.1 | 12/11/2024 |
| 10.44 | Exchange Agreement, dated as of December 24, 2024, by and between Velo3D, Inc. and Arrayed Notes Acquisition Corp. | 8-K | 10.1 | 12/26/2024 |
| 10.45 | Senior Secured Convertible Promissory Note, dated as of January 7, 2025 | 8-K | 10.1 | 01/10/2025 |
| 10.46 | Secured Guaranty, dated as of January 7, 2025, by Velo3D US, Inc. in favor of Thieneman Properties, LLC | 8-K | 10.2 | 01/10/2025 |
| 10.47 | Offer Letter, dated as of January 8, 2025, by and between Velo3D, Inc. and Arun Jeldi | 8-K | 10.3 | 01/10/2025 |

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| Exhibit
Number | Exhibit
Title | Form | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- |
| 10.48 | Form of Exchange Agreement for the Highbridge Holders and the Anson Holders | 8-K | 10.1 | 02/24/2025 |
| 10.49 | Form of Exchange Agreement for the High Trail Holders | 8-K | 10.2 | 02/24/2025 |
| 10.50 | Form of Lock-Up Agreement | 8-K | 10.3 | 02/24/2025 |
| 16.1 | Letter from PricewaterhouseCoopers LLP dated November 27, 2024 | 8-K | 16.1 | 11/27/2024 |
| 21.1 | List of Subsidiaries | 10-K | 21.1 | 04/03/2024 |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | S-1 | 23.1 | 08/07/2025 |
| 23.2 | Consent of Frank, Rimerman + Co. LLP, independent registered public accounting firm | S-1 | 23.2 | 08/07/2025 |
| 23.3 | Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) | | | X |
| 24.1 | Power of Attorney (included on Signature Page) | S-1 | 24.1 | 08/07/2025 |
| 101.INS | Inline
XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
within the Inline XBRL document | S-1 | 101.INS | 08/07/2025 |
| 101.SCH | Inline
XBRL Taxonomy Extension Schema Document | S-1 | 101.SCH | 08/07/2025 |
| 101.CAL | Inline
XBRL Taxonomy Extension Calculation Linkbase Document | S-1 | 101.CAL | 08/07/2025 |
| 101.DEF | Inline
XBRL Taxonomy Extension Definition Linkbase Document | S-1 | 101.DEF | 08/07/2025 |
| 101.LAB | Inline
XBRL Taxonomy Extension Label Linkbase Document | S-1 | 101.LAB | 08/07/2025 |
| 101.PRE | Inline
XBRL Taxonomy Extension Presentation Linkbase Document | S-1 | 101.PRE | 08/07/2025 |
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) | S-1 | 104 | 08/07/2025 |
| 107 | Filing Fee Table | S-1 | 107 | 08/07/2025 |

† Portions of this exhibit (indicated with markouts) have been redacted in accordance with Item 601(b)(10)(iv).

• Indicates a management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on August 13, 2025.

| VELO3D,
INC. | |
| --- | --- |
| By: | /s/
Arun Jeldi |
| | Arun
Jeldi |
| | Chief
Executive Officer |

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/
Arun Jeldi	Chief
Executive Officer and Director	August
13, 2025
Arun
Jeldi	(Principal
Executive Officer)
/s/
Hull Xu	Chief
Financial Officer	August
13, 2025
Hull
Xu	(Principal
Financial and Accounting Officer)
*	Director	August
13, 2025
Jason
Lloyd
*	Director	August
13, 2025
Adrian
Keppler
*	Director	August
13, 2025
Stefan
Krause
*	Director	August
13, 2025
Kenneth
Thieneman

*By:
Hull
Xu
Attorney-in-fact

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