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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Velo3D, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
92259N104 (CUSIP Number) |
Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont, NY, 10528 (914) 833-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/24/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92259N104 |
| 1 |
Name of reporting person
Bessemer Venture Partners IX Institutional L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
481,201.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 92259N104 |
| 1 |
Name of reporting person
Bessemer Venture Partners IX L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
600,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 92259N104 |
| 1 |
Name of reporting person
Deer IX & Co. L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,081,837.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 92259N104 |
| 1 |
Name of reporting person
Deer IX & Co. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,081,837.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Velo3D, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2710 Lakeview Ct., Fremont,
CALIFORNIA
, 94538. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") to Schedule 13D (the "Schedule 13D") is being filed by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), Bessemer Venture Partners IX L.P. ("BVP IX", and together with BVP IX Inst, the "BVP IX Funds"), Deer IX & Co. L.P. ("Deer IX LP"), and Deer IX & Co. Ltd., ("Deer IX Co," and collectively with the BVP IX Funds and Deer IX LP, the "Reporting Persons"), which is the general partner of Deer IX LP. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise specifically amended in this Amendment, items in the Schedule 13D remain unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of December 31, 2024, BVP IX Inst had sole voting and dispositive power with respect to 481,201 shares of Common Stock of the Issuer, constituting approximately 0.2% of the Issuer's Common Stock.
As of December 31, 2024, BVP IX had sole voting and dispositive power with respect to 600,636 shares of Common Stock of the Issuer, constituting approximately 0.3% of the Issuer's Common Stock.
As of December 31, 2024, Deer IX LP, as the general partner of each of the BVP IX Funds may be deemed to have sole voting and dispositive power with respect to all 1,081,837 shares of Common Stock of the Issuer owned by the BVP IX Funds, constituting approximately 0.5% of the Issuer's Common Stock.
As of December 31, 2024, Deer IX Co, as the general partner of Deer IX LP may be deemed to have sole voting and dispositive power with respect to all 1,081,837 shares of Common Stock of the Issuer owned by the BVP IX Funds, constituting approximately 0.5% of the Issuer's Common Stock.
The percent of class was calculated based on 194,896,717 shares of Common Stock issued and outstanding as of January 9, 2025, as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Velo3D, Inc. on January 14, 2025.
The shares of Issuer's Common Stock reported in this Item 5 do not include 63,804 and 79,640 Earnout Shares that may be issued to BVP IX Inst and BVP IX, respectively, pursuant to the Business Combination Agreement, dated as of March 22, 2021, by and among the Issuer, Spitfire Merger Sub, Inc., and Velo3D US, Inc., as amended by Amendment #1 to Business Combination Agreement, dated as of July 20, 2021 filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer's predecessor in interest and previously known as JAWS Spitfire Acquisition Corporation with the Securities and Exchange Commission on March 23, 2021. | |
| (b) | Regarding the number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See line 7 of cover sheets
(ii) shared power to vote or to direct the vote: See line 8 of cover sheets
(iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets.
(iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets | |
| (c) | No Reporting Person has effected any transaction in the Issuer's Common Stock during the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares of the Issuer's Common Stock beneficially owned by any of the Reporting Persons. | |
| (e) | On December 24, 2024 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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