Velo3D, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements (Tables)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2026

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:


	Fair Value Measured as of March 31, 2026
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Money market funds (i)	$	9,812	$	—	$	—	$	9,812
Customer deposit— non cash consideration (ii)	384			—		—		384
Total financial assets	$	10,196	$	—	$	—	$	10,196
Liabilities
Customer liabilities— non cash consideration (iii)	$	384	$	—	$	—	$	384
Common stock warrant liabilities (2022 Private Warrant) (iv)		—		—		2		2
Common stock warrant liabilities (Placement Agent Warrants) (iv)		—		—		29		29
Common stock warrant liabilities (BEPO Warrants) (iv)		—		—		48		48
Common stock warrant liabilities (BEPO Agent Warrants) (iv)		—		—		30		30
Contingent earnout liabilities		—		—		1		1
Total financial liabilities	$	384	$	—	$	110	$	494


	Fair Value Measured as of December 31, 2025
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Money market funds (i)	$	37,124	$	—	$	—	$	37,124
Customer deposit— non cash consideration (ii)		—		—		1,158		1,158
Total financial assets	$	37,124	$	—	$	1,158	$	38,282
Liabilities
Customer liabilities— non cash consideration (iii)	$	—	$	—	$	1,158	$	1,158
Common stock warrant liabilities (2022 Private Warrant) (iv)		—		—		2		2
Common stock warrant liabilities (Placement Agent Warrants) (iv)		—		—		29		29
Common stock warrant liabilities (BEPO Warrants) (iv)		—		—		48		48
Common stock warrant liabilities (BEPO Agent Warrants) (iv)		—		—		30		30
Contingent earnout liabilities		—		—		1		1
Total financial liabilities	$	—	$	—	$	1,268	$	1,268

(i)

Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets.

(ii)

Included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet.

(iii)

Included in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheet.

(iv)

Included in warrant liabilities on the unaudited condensed consolidated balance sheets.

Summary of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:


	2022 Private Warrant (i)		Contingent earnout liabilities (ii)		Placement Agent Warrants (i)		BEPO Warrants (i)		BEPO Agent Warrants		Customer liabilities— non cash consideration (iii)

Fair value as of January 1, 2026	$	2	$	1	$	29	$	48	$	30	$	1,158
Change in fair value		—		—		—		—		—		—
Change due to conversion		—		—		—		—		—		(1,158	)
Fair value as of March 31, 2026	$	2	$	1	$	29	$	48	$	30	$	—


		2022 Private Warrant (i)			Contingent earnout liabilities (ii)		RDO Warrants (i)			Placement Agent Warrants (i)			2024 Private Warrants (ii)			BEPO Warrants (i)			BEPO Agent Warrants			July 2024 Private Warrants (i)			August Inducement Warrants (i)
	(In thousands)
Fair value as of January 1, 2025		$	1		$	11	$	90		$	16		$	2		$	378		$	18		$	866		$	796
Change in fair value			(1	)		—		55			(13	)		(1	)		176			(14	)		440			402
Change due to exchange			—			—		(145	)		—			(1	)		(548	)					(1,306	)		(1,198	)
Fair value as of March 31, 2025		$	—		$	11	$	—		$	3		$	—		$	6		$	4		$	—		$	—

In determining the fair value the Company used the Monte Carlo simulation model using a distribution of potential outcomes on a weekly basis over the applicable periods that assumes optimal exercise of the Company’s redemption option at the earliest possible date (see Note 10, Equity Instruments).

ii.

In determining the fair value the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 10, Equity Instruments).

iii.