As filed with the Securities and Exchange Commission on March 20, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
VELO3D, INC.
(Exact name of Registrant as specified in its charter)
Delaware98-1556965
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
511 Division Street
Campbell, California 95008
(408) 610-3915
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

VELO3D, INC. 2021 EQUITY INCENTIVE PLAN
VELO3D, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)

Benyamin Buller
Chief Executive Officer
511 Division Street
Campbell, California 95008
(408) 610-3915
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:

Per B. Chilstrom
Fenwick & West LLP
902 Broadway
New York, New York 10010
(212) 430-2600

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
☐ 
 Accelerated filer☐
Non-accelerated filer☒ Smaller reporting company☒
   Emerging growth company☒
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. ☐
 




REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Velo3D, Inc., a Delaware corporation (the “Registrant”), is filing this registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 9,378,068 additional shares of common stock, par value $0.00001 per share (the “Common Stock”), available for issuance under the Velo3D, Inc. 2021 Equity Incentive Plan (the “2021 EIP”), pursuant to the evergreen provisions of the 2021 EIP providing for an annual 5% automatic increase in the number of shares reserved for issuance under the 2021 EIP, and (b) 1,875,613 additional shares of Common Stock available for issuance under the Velo3D, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the evergreen provisions of the 2021 ESPP providing for an annual 1% automatic increase in the number of shares reserved for issuance under the 2021 ESPP.
In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on Form S-8 filed with the Commission on December 6, 2021 (Registration No. 333-261508) (including the reoffer prospectus contained therein) and March 28, 2022 (Registration No. 333-263895), except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
Information Required in the Registration Statement
Item 3.    Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on March 20, 2023 pursuant to Section 13 of the Exchange Act;
(b)the Registrant’s Current Reports on Form 8-K filed with the Commission on February 6, 2023 and February 22, 2023;
(c)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and
(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.


Item 8.     Exhibits.
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.18-K001-397573.1October 5, 2021
4.28-K001-397573.1February 22, 2023
5.1X
23.1X
23.2X
24.1X
99.18-K001-3975710.5October 5, 2021
99.28-K001-3975710.6October 5, 2021
99.38-K001-3975710.7October 5, 2021
99.48-K001-3975710.8October 5, 2021
99.58-K001-3975710.9October 5, 2021
99.68-K001-3975710.10October 5, 2021
99.78-K001-3975710.11October 5, 2021
99.88-K001-3975710.12October 5, 2021
99.98-K001-3975710.13October 5, 2021
107X




SIGNATURES
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 20th day of March, 2023.
VELO3D, INC.
By:/s/ Benyamin Buller
Benyamin Buller
Chief Executive Officer
POWER OF ATTORNEY
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.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.


SignatureTitleDate
/s/ Benyamin BullerChief Executive Officer and DirectorMarch 20, 2023
Benyamin Buller
(Principal Executive Officer)
/s/ William McCombe
Chief Financial Officer and Director
March 20, 2023
William McCombe
(Principal Financial Officer)
/s/ Bernard Chung
Vice President Finance
March 20, 2023
Bernard Chung
(Principal Accounting Officer)
/s/ Carl BassChairman and DirectorMarch 20, 2023
Carl Bass
/s/ Michael IdelchikDirectorMarch 20, 2023
Michael Idelchik
/s/ Stefan KrauseDirectorMarch 20, 2023
Stefan Krause
/s/ Ellen PawlikowskiDirectorMarch 20, 2023
Ellen Pawlikowski
/s/ Ellen SmithDirectorMarch 20, 2023
Ellen Smith
/s/ Gabrielle ToledanoDirectorMarch 20, 2023
Gabrielle Toledano
/s/ Matthew WaltersDirectorMarch 20, 2023
Matthew Walters