AWM Investment Company (VELO) reports 1.32M Velo3D shares across Special Situations funds

Rhea-AI Filing Summary

AWM Investment Company, Inc., as investment adviser to several Special Situations funds, reports its beneficial ownership of Velo3D, Inc. common stock in Amendment No. 3 to a Schedule 13G. AWM aggregates 1,322,066 shares of common stock held through four funds and has sole voting and dispositive power over these shares, with no shared power. The positions include shares held by Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Technology Fund, L.P., and Special Situations Technology Fund II, L.P. AWM states that its holdings represent 5 percent or less of the class of Velo3D common stock.

Key Figures

Total shares beneficially owned: 1,322,066 shares Shares held by SSFQP: 370,314 shares Shares held by Cayman fund: 171,190 shares +2 more

5 metrics

Total shares beneficially owned 1,322,066 shares Common stock of Velo3D, Inc. beneficially owned by AWM across advised funds

Shares held by SSFQP 370,314 shares Held by Special Situations Fund III QP, L.P. under AWM’s sole voting and investment power

Shares held by Cayman fund 171,190 shares Held by Special Situations Cayman Fund, L.P. under AWM’s sole voting and investment power

Shares held by TECH fund 134,529 shares Held by Special Situations Technology Fund, L.P. under AWM’s sole voting and investment power

Shares held by TECH II fund 646,033 shares Held by Special Situations Technology Fund II, L.P. under AWM’s sole voting and investment power

Key Terms

beneficially owned, sole voting power, sole dispositive power, investment adviser, +1 more

5 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 1,322,066"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"5 | Sole Voting Power 1,322,066.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"7 | Sole Dispositive Power 1,322,066.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

investment adviser financial

"AWM Investment Company, Inc. ... is the investment adviser to Special Situations Fund"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

percent of class financial

"Item 4. | Ownership (b) | Percent of class: 0 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What does Amendment No. 3 to the Schedule 13G/A for VELO disclose?

Amendment No. 3 shows AWM Investment Company, Inc. beneficially owns 1,322,066 shares of Velo3D common stock, held through four Special Situations funds, and has sole voting and dispositive power over these shares, representing 5 percent or less of the class.

How many VELO shares does AWM Investment Company, Inc. report owning?

AWM reports beneficial ownership of 1,322,066 shares of Velo3D common stock. These are held across four Special Situations funds, with AWM exercising sole voting and investment power as the investment adviser to those funds.

Which funds hold Velo3D (VELO) shares under AWM’s management?

The reported Velo3D shares are held by SSFQP, Cayman, TECH and TECH II. AWM, as investment adviser, controls voting and investment power over the shares of each fund, aggregating to 1,322,066 Velo3D common shares.

What percentage of VELO’s common stock is reported in this Schedule 13G/A?

AWM states that its aggregate holding represents 5 percent or less of Velo3D’s common stock. The filing is an ownership report, not a transaction notice, and reflects the current level of beneficial ownership across its advised funds.

Does AWM share voting or dispositive power over VELO shares with others?

No. AWM reports sole voting power and sole dispositive power over the 1,322,066 shares of Velo3D common stock held by its advised funds, and reports zero shared voting or shared dispositive power in this filing.

Who signed the Schedule 13G/A for VELO on behalf of AWM?

The report is signed by Adam Stettner, Executive Vice President of AWM Investment Company, Inc., dated 08/14/2026. The signature certifies the accuracy of the beneficial ownership information reported for the Velo3D common stock.

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Available on EDGAR 08/14/2026 - 04:42 PM Accepted by SEC EDGAR 08/14/2026 - 04:39 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Velo3D, Inc.

(Name of Issuer)

Common Stock, $0.00001 per share

(Title of Class of Securities)

92259N302

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 1,322,066.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,322,066.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,322,066.00

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)

4.1 %

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 Fund III QP, L.P. (SSFQP), Special Situations Cayman Fund, L.P. (Cayman), Special Situations Technology Fund, L.P. (TECH) and Special Situations Technology Fund II, L.P. (TECH II), (SSFQP, Cayman, TECH and TECH II will hereafter be referred to as the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 370,314 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 171,190 Shares held by Cayman, 134,529 Shares held by TECH and 646,033 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 Fund III QP, L.P., a Delaware limited partnership (SSFQP), 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, SSFQP, 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; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP and 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: The principal business address for AWM is c/o Special Situations Funds, 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: 1,322,066
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Fund III QP, L.P. (SSFQP), 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 power over 370,314 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 171,190 Shares held by Cayman, 134,529 Shares held by TECH and 646,033 Shares held by 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 Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Fund III QP, L.P. (SSFQP), 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 investment power over 370,314 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 171,190 Shares held by Cayman, 134,529 Shares held by TECH and 646,033 Shares held by 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.
	Ownership of 5 percent or less of a class
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:	08/14/2026