Document

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 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

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Accelerated filer

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Non-accelerated filer

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Smaller reporting company

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Emerging growth company

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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. ☐

Velo3D, Inc., a Delaware corporation (the “Registrant”), has previously registered pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 6, 2021 (Registration No. 333-261508) (including the reoffer prospectus contained therein, the “Prior Registration Statement”): (i) 42,766,043 shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Registrant reserved for issuance under the Velo3D, Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”); and (ii) 3,663,277 shares of Common Stock reserved for issuance under the Velo3D, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Commission to register (a) 9,161,624 additional shares of Common Stock available for issuance under the Equity Incentive Plan, pursuant to the evergreen provisions of the Equity Incentive Plan, and (b) 1,832,324 additional shares of Common Stock available for issuance under the ESPP, pursuant to the evergreen provisions of the ESPP.

In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

(d) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 2, 2020, as updated by the description of the Registrant’s Common Stock contained in Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K referred to in (a) above, and including any subsequent amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report deemed to be furnished but not filed on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.



		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date

4.1	Certificate of Incorporation of Velo3D, Inc.	8-K	001-39757	3.1	October 5, 2021

4.2	Restated Bylaws of Velo3D, Inc.	8-K	001-39757	3.2	October 5, 2021

5.1	Opinion of Fenwick & West LLP.						X

23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Velo3D, Inc.						X

23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).						X

24.1	Power of Attorney (included on the signature page of this Registration Statement).						X

99.1	2021 Equity Incentive Plan	8-K	001-39757	10.5	October 5, 2021

99.2	Form of Option Award Agreement	8-K	001-39757	10.6	October 5, 2021

99.3	Form of RSU Award Agreement	8-K	001-39757	10.7	October 5, 2021

99.4	Form of Rollover Option Award Agreement	8-K	001-39757	10.8	October 5, 2021

99.5	Form of Restricted Stock Award Agreement	8-K	001-39757	10.9	October 5, 2021

99.6	Form of Stock Appreciation Right Award Agreement	8-K	001-39757	10.10	October 5, 2021

99.7	Form of Stock Bonus Award Agreement	8-K	001-39757	10.11	October 5, 2021

99.8	Form of Performance Shares Award Agreement	8-K	001-39757	10.12	October 5, 2021

99.9	2021 Employee Stock Purchase Plan	8-K	001-39757	10.13	October 5, 2021
107	Filing Fee Table							X

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Campbell, State of California, on the 28th day of March, 2022.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Benyamin Buller and William McCombe, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature

Title

Date

/s/ Benyamin Buller

Chief Executive Officer and Director

March 28, 2022

Benyamin Buller

(Principal Executive Officer)

/s/ William McCombe

Chief Financial Officer and Director

March 28, 2022

William McCombe

(Principal Financial Officer)

/s/ Bernard Chung

Vice President Finance

March 28, 2022

Bernard Chung

(Principal Accounting Officer)

/s/ Carl Bass

Chairman and Director

March 28, 2022

Carl Bass

/s/ Michael Idelchik

Director

March 28, 2022

Michael Idelchik

/s/ Stefan Krause

Director

March 28, 2022

Stefan Krause

/s/ Ellen Pawlikowski

Director

March 28, 2022

Ellen Pawlikowski

/s/ Ellen Smith

Director

March 28, 2022

Ellen Smith

/s/ Gabrielle Toledano

Director

March 28, 2022

Gabrielle Toledano

/s/ Matthew Walters

Director

March 28, 2022

Matthew Walters



Delaware						98-1556965