July 10, 2025

Arun Jeldi
Chief Executive Officer
Velo3D, Inc.
2710 Lakeview Court
Fremont, CA 94538

       Re: Velo3D, Inc.
           Draft Registration Statement on Form S-1
           Submitted June 25, 2025
           CIK No. 0001825079
Dear Arun Jeldi:

       We have conducted a limited review of your draft registration statement
and have the
following comments.

        Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1
General

1.     We note your disclosure that you will be deemed to be a "controlled
company" under
       the Nasdaq listing rules. Please revise the cover page to also disclose
the total voting
       power percentage of Arun Jeldi, your controlling shareholder.
Additionally, please
       provide a cross-reference to a longer discussion of the corporate
governance
       exemptions available to you as a "controlled company" and whether you
intend to take
       advantage of any of these exemptions.
2.     Please revise to provide an update on the status of the reverse stock
split, including
       whether stockholders approved the reverse stock split proposal and
whether you have
       selected the reverse stock split ratio or the date on which you will
effect the reverse
       stock split.
 July 10, 2025
Page 2
3.     You disclose that you "believe that upon the completion of this
offering, [you] will
       meet the standards for listing on the Nasdaq Capital Market, and the
closing of this
       offering is contingent upon such listing." Please tell us how this
offering will enable
       the company to meet the Nasdaq Capital Market listing standards.
Additionally,
       please clarify the relative timing of the following events: (1) meeting
the listing
       standards, (2) receiving approval to list on the Nasdaq Capital Market
and (3) closing
       this offering.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

       Please contact Marion Graham at 202-551-6521 or Mitchell Austin at
202-551-3574
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   Alexander Yarbrough