Velo3D (VELO) stake: adviser reports 2.15M shares, 8.7% ownership

Rhea-AI Filing Summary

Velo3D, Inc. has a significant shareholder in Investment Company, Inc., a Delaware-based investment adviser. As of December 31, 2025, it reported beneficial ownership of 2,153,052 shares of Velo3D common stock, representing 8.7% of the outstanding class.

The shares are held across three funds it advises: 212,121 shares by Special Situations Cayman Fund, L.P., 335,780 shares by Special Situations Technology Fund, L.P., and 1,605,151 shares by Special Situations Technology Fund II, L.P. The adviser has sole voting and investment power over these shares and certifies they are held in the ordinary course of business, not to change or influence control of Velo3D.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Velo3D, Inc.

(Name of Issuer)

Common Stock, $0.00001 per share

(Title of Class of Securities)

92259N302

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92259N302

1

Names of Reporting Persons

AWM Investment Company, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,153,052.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,153,052.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Technology Fund, L.P. (TECH) and Special Situations Technology Fund II, L.P. (TECH II). As the investment adviser to the Funds, AWM holds sole voting and investment power over 212,121 Common Shares held by Cayman, 335,780 Common Shares held by Tech and 1,605,151 Common Shares held by Tech II.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Velo3D, Inc.
(b)	Address of issuer's principal executive offices: 2710 LAKEVIEW CT, FREMONT, CALIFORNIA, 94538
Item 2.
(a)	Name of person filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Technology Fund, L.P., a Delaware limited partnership (TECH) and Special Situations Technology Fund II, L.P., a Delaware limited partnership (TECH II), (CAYMAN, TECH and TECH II, will hereafter be referred to as the Funds). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN. Greenhouse and Stettner are members of SST Advisers, L.L.C., a Delaware limited liability company (SSTA), the general partner of TECH and TECH II. Greenhouse and Stettner are also controlling principals of AWM.
(b)	Address or principal business office or, if none, residence: 527 Madison Avenue, Suite 2600 New York, NY 10022
(c)	Citizenship: AWM is a Delaware Corporation
(d)	Title of class of securities: Common Stock, $0.00001 per share
(e)	CUSIP No.: 92259N302
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,153,052
(b)	Percent of class: 8.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting power over 212,121 Common Shares held by CAYMAN, 335,780 Common Shares held by TECH and 1,605,151 Common Shares held by TECH II. Greenhouse and Stettner are members of SSTA, the general partner of TECH and TECH II. Greenhouse and Stettner are also controlling principals of AWM.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole investment power over 212,121 Common Shares held by CAYMAN, 335,780 Common Shares held by TECH and 1,605,151 Common Shares held by TECH II. Greenhouse and Stettner are members of SSTA, the general partner of TECH and TECH II. Greenhouse and Stettner are also controlling principals of AWM.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

AWM Investment Company, Inc.

Signature:	Adam Stettner
Name/Title:	Executive Vice President
Date:	02/13/2026

FAQ

How many Velo3D (VELO) shares does Investment Company, Inc. beneficially own?

Investment Company, Inc. beneficially owns 2,153,052 shares of Velo3D common stock. These shares are held through three affiliated funds, with the adviser retaining sole voting and investment power over all reported shares as of the stated ownership date.

What percentage of Velo3D (VELO) does Investment Company, Inc. control?

Investment Company, Inc. reports beneficial ownership of 8.7% of Velo3D’s common stock. This level of ownership reflects a sizable institutional position but is disclosed as being held in the ordinary course, without a stated intent to influence control of the company.

Through which funds does Investment Company, Inc. hold its Velo3D (VELO) stake?

The Velo3D stake is held via three funds: Special Situations Cayman Fund, L.P. with 212,121 shares, Special Situations Technology Fund, L.P. with 335,780 shares, and Special Situations Technology Fund II, L.P. with 1,605,151 shares, all advised by Investment Company, Inc.

Does Investment Company, Inc. share voting or dispositive power over Velo3D (VELO) shares?

Investment Company, Inc. reports sole voting and dispositive power over all 2,153,052 Velo3D shares. It reports zero shared voting or dispositive power, indicating centralized control of how these shares are voted and potentially sold by the adviser.

What is the stated purpose of Investment Company, Inc.’s Velo3D (VELO) holdings?

The holdings are certified as acquired and held in the ordinary course of business. The filer states they were not acquired and are not held for the purpose of changing or influencing control of Velo3D, nor in connection with any control-focused transaction.

Who are the key individuals associated with the Velo3D (VELO) holding structure?

The filing identifies David M. Greenhouse and Adam C. Stettner as members of entities serving as general partners of the funds and as controlling principals of the adviser, linking management oversight to the reported Velo3D position.