Velo3D, Inc.
2710 Lakeview Court
Fremont, California 94538
VIA EDGAR
April 6, 2026
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jan Woo
| Re: | Velo3D, Inc. |
| Registration Statement on Form S-3 (File No. 333-294876) | |
| Request for Acceleration of Effective Date |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Velo3D, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) so that the Registration Statement will be declared effective as of 4:01 p.m. Eastern time, on Wednesday, April 8, 2026, or as soon as practicable thereafter. The Company hereby authorizes Lisa R. Reidy or Alexander T. Yarbrough, both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for acceleration.
Once the Registration Statement has been declared effective, please orally confirm that event with Ms. Reidy at (757) 932-9229 or Mr. Yarbrough at (704) 998-4077.
Thank you for your assistance in this matter.
| Sincerely, | ||
| Velo3D, Inc. | ||
| /s/ Arun Jeldi | ||
| Name: | Arun Jeldi | |
| Title: | Chief Executive Officer | |
| cc (via email): | Nancy Krystal, Vice President, General Counsel, Velo3D, Inc. Thomas M. Rose, Troutman Pepper Locke LLP Alexander T. Yarbrough, Troutman Pepper Locke LLP Lisa R. Reidy, Troutman Pepper Locke LLP |