Velo3D Inc: This amendment to a Schedule 13G/A reports that LMR-affiliated investment managers collectively hold warrants exercisable into 3,779 shares of Common Stock, after giving effect to a 35-for-1 reverse split in June 2024 and a 15-for-1 reverse split in July 2025. The filing states the 3,779 shares represent approximately 0.0% of the outstanding common stock based on 26,216,822 shares outstanding as of March 24, 2026. The Reporting Persons have shared voting and dispositive power over the 3,779 warrants and no sole voting or dispositive power.
Positive
None.
Negative
None.
Insights
LMR reports a small warrant position after reverse splits; ownership remains immaterial.
The filing confirms that the Reporting Persons hold warrants exercisable for 3,779 shares, adjusted for the issuer's 35-for-1 and 15-for-1 reverse splits. The position is reported as approximately 0.0% of the class using 26,216,822 shares outstanding as of March 24, 2026.
Cash‑flow treatment and exercise timing are not stated in the excerpt; future filings would show any exercises or dispositions. The shared voting/dispositive power is disclosed for the same 3,779 shares, and the report corrects an earlier misstatement that did not reflect the reverse splits.
Key Figures
Warrants exercisable:3,779 sharesShares outstanding:26,216,822 sharesReverse stock splits:35-for-1 and 15-for-1+1 more
4 metrics
Warrants exercisable3,779 sharesTotal issuable upon exercise as of March 31, 2026
Shares outstanding26,216,822 sharesOutstanding common stock as of March 24, 2026
Reverse stock splits35-for-1 and 15-for-1Effected June 10, 2024 and July 28, 2025
Per-fund warrant counts1,889 and 1,890 warrantsLMR Master Fund and LMR CCSA Master Fund respectively
"holds warrants to purchase 1,889 shares of Common Stock"
beneficially ownedregulatory
"shares of Common Stock beneficially owned by the Reporting Persons"
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.
reverse stock splitcorporate
"35-for-1 reverse stock split effected in June 2024"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
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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, par value $0.00001 per share
(Title of Class of Securities)
92259N302
(CUSIP Number)
03/31/2026
(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
LMR Partners LLP
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
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR PARTNERS Ltd
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners LLC
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
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners AG
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR PARTNERS (DIFC) Ltd
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
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
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
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
Ben Levine
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
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
Stefan Renold
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,779.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,779.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,779.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Velo3D Inc
(b)
Address of issuer's principal executive offices:
2710 Lakeview Court, Fremont, California, 94538
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Common stock, par value $0.00001 per share ("shares of Common Stock"), held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Common stock, par value $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).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of March 31, 2026:
The shares of Common Stock beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). LMR Master Fund directly holds warrants to purchase 1,889 shares of Common Stock and LMR CCSA Master Fund directly holds warrants to purchase 1,890 shares of Common Stock, with a total of 3,779 shares of Common Stock issuable upon the exercise of the warrants (the "LMR Shares"), after giving effect to the 35-for-1 reverse stock split effected in June 2024 and the 15-for-1 reverse stock split effected in July 2025.
A previous filing was made on Schedule 13G on May 15, 2026, that did not give effect to the Issuer's reverse stock splits occurring on June 10, 2024, and July 28, 2025. As a result, the number of shares of Common Stock beneficially owned by the Reporting Persons was incorrectly reported.
(b)
Percent of class:
As of March 31, 2026:
The shares of Common Stock issuable upon the exercise of the warrants held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 0.0% each, and the LMR Shares in the aggregate represent approximately 0.0% of the outstanding shares of Common Stock, based on 26,216,822 shares of Common Stock of the Issuer outstanding as of March 24, 2026, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 31, 2026, plus shares that may be acquired by such Reporting Persons within 60 days.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had shared power to vote or direct the vote of 3,779 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had shared power to dispose or to direct the disposition of 3,779 shares of Common Stock.
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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
LMR reports warrants exercisable into 3,779 shares, representing approximately 0.0% of Velo3D's common stock based on 26,216,822 shares outstanding as of March 24, 2026. The position is held with shared voting and dispositive power.
Do the reported holdings reflect reverse stock splits?
Yes. The reported 3,779 shares reflect a 35-for-1 reverse split in June 2024 and a 15-for-1 reverse split in July 2025, and the amendment corrects a prior filing that did not reflect those splits.
Are the LMR holdings direct shares or warrants?
The holdings are warrants exercisable into common stock: LMR Master Fund holds warrants for 1,889 shares and LMR CCSA Master Fund holds warrants for 1,890 shares, totaling 3,779 after reverse splits.
What voting and disposition powers are reported for LMR?
As of March 31, 2026, the Reporting Persons report 0 shares of sole voting or sole dispositive power and shared voting and shared dispositive power over 3,779 shares of common stock.
Does this filing change the percent ownership calculation?
The amendment updates prior reporting to account for reverse splits; the amended calculation shows the LMR Shares equal approximately 0.0% of outstanding common stock using the issuer's stated 26,216,822 shares outstanding as of March 24, 2026.
