UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. 3)*

Velo3D, Inc. 

(Name of Issuer)

Common Stock, par value $0.00001 per share 

(Title of Class of Securities)

92259N 104 

(CUSIP Number)

Ricardo Angel 

Piva Capital, Inc. 

4 Embarcadero Center, Suite 3950 

San Francisco, CA 94111 

Telephone: (650) 420-7800 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 1, 2024 

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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. 92259N 104    

CUSIP No. 92259N 104    

CUSIP No. 92259N 104    

CUSIP No. 92259N 104    

Explanatory Note: This Amendment No. 3 (“Amendment No. 3”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2021 and amended on January 30, 2024 and February 13, 2024 (the “Original Schedule 13D”) filed on behalf of PIV Fund I, L.P, PIV GP, L.L.C., the general partner of PIV Fund I, L.P., Ricardo Angel and Mark Stout Gudiksen as the managing members of PIV GP, L.L.C. (collectively, the “Reporting Persons”), relates to the Common Stock, par value $0.00001 per share (“Common Stock”) of Velo3D, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 3 is being filed to report open market sales of Common Stock. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described below.

The Original Schedule 13D is hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

Signatures

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.

* This Schedule 13D was executed by Ricardo Angel on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is included herewith as Exhibit 99.B (incorporated by reference to the Original Schedule 13D, filed on October 12, 2021).

SCHEDULE A

Transactions in Common Stock During the 60 Days Prior to May 3, 2024

PIV Fund I, L.P.