AWM Investment Company, Inc. filed an Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 1,978,009 shares, representing 7.5% of Velo3D, Inc. common stock. The filing states AWM holds sole voting and dispositive power over the shares via four funds it advises, with the amendment signed on 05/04/2026.
Positive
None.
Negative
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Insights
AWM reports a 7.5% passive stake in Velo3D via adviser relationships.
AWM Investment Company, Inc. discloses beneficial ownership of 1,978,009 shares held through four funds: SSFQP, Cayman, TECH, and TECH II. The filing attributes sole voting and dispositive power to AWM for the listed per-fund holdings.
The stake is a sizable passive holding for a single adviser; subsequent filings could show changes if any funds trade or reallocate, but no trading intent is stated in this amendment.
The amendment clarifies control lines and the reporting chain for regulatory transparency.
The Schedule 13G/A clarifies that AWM, as investment adviser, holds sole voting and investment power over the disclosed shares and names David M. Greenhouse and Adam C. Stettner as controlling principals. The filing follows standard beneficial-ownership reporting conventions.
For governance, this stake may affect future disclosure thresholds and proxy dynamics; any material change would be visible in follow-up SEC reports.
Key Figures
Beneficial ownership:1,978,009 sharesPercent of class:7.5%SSFQP holdings:132,654 shares+4 more
7 metrics
Beneficial ownership1,978,009 sharesreported on Schedule 13G/A (Amendment No. 2)
Percent of class7.5%Percent of Velo3D common stock reported
SSFQP holdings132,654 sharesheld by Special Situations Fund III QP, L.P.
Cayman holdings238,653 sharesheld by Special Situations Cayman Fund, L.P.
TECH holdings278,006 sharesheld by Special Situations Technology Fund, L.P.
TECH II holdings1,328,696 sharesheld by Special Situations Technology Fund II, L.P.
Signature date05/04/2026date of filing signature by Adam Stettner
Key Terms
Schedule 13G/A, beneficial ownership, sole voting power, dispositive power
4 terms
Schedule 13G/Aregulatory
"filed an Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownershipregulatory
"Amount beneficially owned: 1,978,009 (b) Percent of class: 7.5%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
sole voting powergovernance
"AWM holds sole voting power over 132,654 shares ... 1,328,696 Shares held by TECH II"
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.
dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: AWM holds sole investment power"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Velo3D, Inc.
(Name of Issuer)
Common Stock, $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
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
1,978,009.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,978,009.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,009.00
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)
7.5 %
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 132,654 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 238,653 Shares held by Cayman, 278,006 Shares held by TECH and 1,328,696 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:
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:
1,978,009
(b)
Percent of class:
7.5%
(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 132,654 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 238,653 Shares held by Cayman, 278,006 Shares held by TECH and 1,328,696 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 132,654 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 238,653 Shares held by Cayman, 278,006 Shares held by TECH and 1,328,696 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.
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 reports beneficial ownership of 1,978,009 shares, equal to 7.5% of Velo3D common stock. The shares are held through four funds advised by AWM: SSFQP, Cayman, TECH, and TECH II.
Who has voting and dispositive power over the reported shares?
AWM Investment Company, Inc. holds sole voting and sole dispositive power over the reported shares. The filing states these powers derive from AWM's role as investment adviser to the four named funds.
How are the 1,978,009 shares allocated across the funds?
The filing lists per-fund holdings as 132,654 (SSFQP), 238,653 (Cayman), 278,006 (TECH), and 1,328,696 (TECH II). Those amounts sum to the disclosed 1,978,009 shares.
Does the amendment state any change in investment intent or plans?
No. The Schedule 13G/A amendment reports beneficial ownership and control details; it does not state any change in investment intent, planned transactions, or disposition timing.
Who signed the Schedule 13G/A amendment for AWM?
The filing is signed by Adam Stettner, Executive Vice President, with the signature dated 05/04/2026, certifying the reported ownership and control information.
