UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Velo3D, Inc.

(Name of Issuer)

 

Common stock, par value $0.00001 per share

(Title of Class of Securities)

 

92259N104

(CUSIP Number)

 

September 29, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 92259N104
 
  1.

Names of Reporting Persons

Playground Ventures, L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

0

 
6.

Shared Voting Power

27,079,146 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

27,079,146 shares (2)

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
27,079,146 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

14.8% (3)

 
  12.

Type of Reporting Person (See Instructions)

PN

           

 

(1)This Schedule 13G is filed by Playground Ventures, L.P. (“PV LP”) and Playground Ventures GP, LLC (“PV GP” and, with PV LP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)These shares are held by PV LP. PV GP serves as the sole general partner of PV LP and, as such, PV GP possesses voting and dispositive power over the shares held by PV LP, and may be deemed to have indirect beneficial ownership of the shares held by PV LP.
(3)This percentage is calculated based upon 183,163,826 shares of Common Stock outstanding on September 29, 2021 as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2021.

 

2

 

 

CUSIP No. 92259N104
 
  1.

Names of Reporting Persons

Playground Ventures GP, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

0

 
6.

Shared Voting Power

27,079,146 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

27,079,146 shares (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

27,079,146 shares (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

14.8% (3)

 
  12.

Type of Reporting Person (See Instructions)

OO

           

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)These shares are held by PV LP. PV GP serves as the sole general partner of PV LP and, as such, PV GP possesses voting and dispositive power over the shares held by PV LP, and may be deemed to have indirect beneficial ownership of the shares held by PV LP.
(3)This percentage is calculated based upon 183,163,826 shares of Common Stock outstanding on September 29, 2021 as set forth in the Issuer’s Current Report on Form 8-K filed with the SEC on October 5, 2021.

 

3

 

 

Item 1.
  (a)

Name of Issuer

 

Velo3D, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

 

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

 
Item 2.
  (a)

Name of Person Filing

 

Playground Ventures, L.P.

Playground Ventures GP, LLC

  (b)

Address of Principal Business Office or, if none, Residence

 

380 Portage Avenue

Palo Alto, CA 94306

  (c)

Citizenship

 

Entities             Playground Ventures, L.P.            -     Delaware

                          Playground Ventures GP, LLC     -     Delaware

 

  (d)

Title of Class of Securities

 

Common stock, par value $0.00001 per share

  (e)

CUSIP Number

 

92259N104

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable

 

4

 

 

Item 4.Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person

  (b)

Percent of class:

See Row 11 of cover page for each Reporting Person

  (c)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

    (ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

    (iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

    (iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ☐.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable
 
Item 8. Identification and Classification of Members of the Group
Not applicable
 
Item 9. Notice of Dissolution of Group
Not applicable
 
Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

5

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 12, 2021

 

Playground Ventures, L.P.  
   
By: Playground Ventures GP, LLC  
its General Partner  
   
By: /s/ Bruce Leak  
  Name: Bruce Leak  
  Title: Managing Member  
   
   
Playground Ventures GP, LLC  
   
By: /s/ Bruce Leak  
  Name: Bruce Leak  
  Title: Managing Member  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

6

 

 

Exhibit(s):

 

A - Joint Filing Statement

 

 

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Velo3D, Inc. is filed on behalf of each of us.

 

Dated: October 12, 2021

 

Playground Ventures, L.P.  
   
By: Playground Ventures GP, LLC  
its General Partner  
   
By: /s/ Bruce Leak  
  Name: Bruce Leak  
  Title: Managing Member  
   
Playground Ventures GP, LLC  
   
By: /s/ Bruce Leak  
  Name: Bruce Leak  
  Title: Managing Member