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

Fair Value Measures and Disclosures (Tables)

3 Months Ended

Mar. 31, 2025

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, 2025
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Money market funds (i)	$	3,544	$	—	$	—	$	3,544
Total financial assets	$	3,544	$	—	$	—	$	3,544
Liabilities
Common stock warrant liabilities (2022 Private Warrant) (iii)		—		—		—		—
Common stock warrant liabilities (Placement Agent Warrants) (iii)		—		—	$	3		3
Common stock warrant liabilities (BEPO Warrants) (iii)		—		—		6		6
Common stock warrant liabilities (BEPO Agent Warrants) (iii)		—		—		4		4
Contingent earnout liabilities		—		—		11		11
Total financial liabilities	$	—	$	—	$	24	$	24


	Fair Value Measured as of December 31, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Money market funds (i)	$	215	$	—	$	—	$	215
Total financial assets	$	215	$	—	$	—	$	215
Liabilities
Common stock warrant liabilities (2022 Private Warrant) (iii)	$	—	$	—	$	1	$	1
Common stock warrant liabilities (RDO Warrants) (iii)		—		—		90		90
Common stock warrant liabilities (Placement Agent Warrants) (iii)		—		—		16		16
Common stock warrant liabilities (2024 Private Warrants) (iii)		—		—		378		378
Common stock warrant liabilities (BEPO Warrants) (iii)		—		—		18		18
Common stock warrant liabilities (BEPO Agent Warrants) (iii)		—		—		2		2
Common stock warrant liabilities (July 2024 Private Warrants) (iii)		—		—		865		865
Common stock warrant liabilities (August Inducement Warrants) (iii)		—		—		796		796
Contingent earnout liabilities		—		—		11		11
Total financial liabilities	$	—	$	—	$	2,177	$	2,177

(i)

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

(ii)

Included in short-term investments on the unaudited condensed consolidated balance sheets.

(iii)

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

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


	Private placement warrant liabilities		2022 Private Warrant			Contingent earnout liabilities		RDO Warrants			Placement Agent Warrants			2024 Private Warrants			BEPO Warrants			BEPO Agent Warrants			July 2024 Private Warrants			August Inducement Warrants
	(In thousands)
Fair value as of January 1, 2025	$	—	$	1		$	11	$	90		$	16		$	2		$	378		$	18		$	865		$	796
Change in fair value		—		(1	)		—		55			(13	)		(1	)		176			(14	)		441			402
Change due to exchange				—					(145	)		—			(1	)		(548	)					(1,306	)		(1,198	)
Fair value as of March 31, 2025	$	—	$	—		$	11	$	—		$	3		$	—		$	6		$	4		$	—		$	—


	Private placement warrant liabilities		2022 Private Warrant		Contingent earnout liabilities		RDO Warrants		Placement Agent Warrants		2024 Private Warrants		BEPO Warrants		BEPO Agent Warrants		July 2024 Private Warrants		August Inducement Warrants
	(In thousands)
Fair value as of January 1, 2024	$	127	$	23	$	1,456	$	10,891	$	536	$	—	$	—	$	—	$	—	$	—
Change in fair value		114		5		437		2,162		108		—		—		—		—		—
Fair value as of March 31, 2024	$	241	$	28	$	1,893	$	13,053	$	644	$	—	$	—	$	—	$	—	$	—