Velo3D, Inc.

2710 Lakeview Court

Fremont, California 94538

May 17, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street N.E.

Washington, D.C. 20549

Attn: Kyle Wiley

Re: Velo3D, Inc. - Registration Statement on Form S-3 (File No. 333-279380) filed May 13, 2024

Requested Date: May 21, 2024

Requested Time: 4:00 PM Eastern Time

Ladies and Gentlemen:

Velo3D, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Per Chilstrom, an attorney with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Chilstrom at (212) 430-2669.

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Sincerely,

Velo3D, Inc.

By: /s/ Hull Xu            

    Hull Xu, Chief Financial Officer

cc

Bradley Kreger, Interim Chief Executive Officer

Velo3D, Inc.

cc:

Per Chilstrom, Esq. Fenwick & West LLP