Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
31 1월 2024 - 6:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
92259N 104
(CUSIP Number)
Ricardo Angel
Piva Capital, Inc.
4 Embarcadero Center, Suite 3950
San Francisco, CA 94111
Telephone: (650) 420-7800
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
January 30, 2023
(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. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
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).
CUSIP
No. 92259N 104
1. |
Name of Reporting Persons.
PIV Fund I, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
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: |
7. |
Sole Voting Power
0 shares |
|
8. |
Shared Voting Power
22,724,407 shares (1) |
|
9. |
Sole Dispositive Power
0 shares |
|
10. |
Shared Dispositive Power
22,724,407 shares (1) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
22,724,407 shares (1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in
Row (11)
8.8% (2) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
|
|
|
(1) | Consists of 22,724,407 shares of Common Stock held directly by PIV Fund I, L.P. PIV GP, L.L.C. is the
general partner of PIV Fund I, L.P. Ricardo Angel and Mark Stout Gudiksen are the managing members of PIV GP, L.L.C., and therefore Messrs. Angel
and Gudiksen may be deemed to share voting and investment power over the shares held by PIV Fund I, L.P. |
(2) | Based on 256,854,326 shares of Common Stock outstanding immediately after the closing of the offering
described in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission (“SEC”) on December 28,
2023. |
CUSIP No. 92259N 104
1. |
Name of Reporting Persons.
PIV GP, L.L.C. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
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: |
7. |
Sole Voting Power
0 shares |
|
8. |
Shared Voting Power
22,724,407 shares (1) |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
22,724,407 shares (1) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
22,724,407 shares (1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in
Row (11)
8.8% (2) |
|
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
|
|
|
(1) | Consists of 22,724,407 shares of Common Stock held directly by PIV Fund I, L.P. PIV GP, L.L.C. is the
general partner of PIV Fund I, L.P. Ricardo Angel and Mark Stout Gudiksen are the managing
members of PIV GP, L.L.C, and therefore Messrs. Angel and Gudiksen may be deemed to share voting and investment power over the shares
held by PIV Fund I, L.P. |
(2) | Based on 256,854,326 shares of Common Stock outstanding immediately after the closing of the offering
described in the Issuer’s Prospectus Supplement filed with the SEC on December 28, 2023. |
CUSIP No. 92259N 104
1. |
Name of Reporting Persons.
Ricardo Angel |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
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
United States Citizen |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
7. |
Sole Voting Power
0 shares |
8. |
Shared Voting Power
22,724,407 shares (1) |
9. |
Sole Dispositive Power
0 shares |
10. |
Shared Dispositive Power
22,724,407 shares (1) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
22,724,407 shares (1) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in
Row (11)
8.8% (2) |
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
(1) | Consists of 22,724,407 shares of Common Stock held directly by PIV Fund I, L.P. PIV GP, L.L.C. is the
general partner of PIV Fund I, L.P. Ricardo Angel and Mark Stout Gudiksen are the managing
members of PIV GP, L.L.C., and therefore Messrs. Angel and Gudiksen may be deemed to share voting and investment power over the shares
held by PIV Fund I, L.P. |
(2) | Based on 256,854,326 shares of Common Stock outstanding immediately after the closing of the offering
described in the Issuer’s Prospectus Supplement filed with the SEC on December 28, 2023. |
CUSIP No. 92259N 104
1. |
Name of Reporting Persons.
Mark Stout Gudiksen |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
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
United States Citizen |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
7. |
Sole Voting Power
0 shares |
|
8. |
Shared Voting Power
22,724,407 shares (1) |
|
9. |
Sole Dispositive Power
0 shares |
|
10. |
Shared Dispositive Power
22,724,407 shares (1) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
22,724,407 shares (1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in
Row (11)
8.8% (2) |
|
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
|
|
|
(1) | Consists of 22,724,407 shares of Common Stock held directly by PIV Fund I, L.P. PIV GP, L.L.C. is the
general partner of PIV Fund I, L.P. Ricardo Angel and Mark Stout Gudiksen are the managing
members of PIV GP, L.L.C., and therefore Messrs. Angel and Gudiksen may be deemed to share voting and investment power over the shares
held by PIV Fund I, L.P. |
(2) | Based on 256,854,326 shares of Common Stock outstanding immediately after the closing of the offering
described in the Issuer’s Prospectus Supplement filed with the SEC on December 28, 2023. |
Explanatory
Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the Securities and
Exchange Commission (the “SEC”) on October 12, 2021 (the “Original Schedule 13D”) filed on behalf of PIV
Fund I, L.P, PIV GP, L.L.C., the general partner of PIV Fund I, L.P., Ricardo Angel and Mark Stout
Gudiksen as the managing members of PIV GP, L.L.C. (collectively, the “Reporting Persons”), relates to the Common Stock,
par value $0.00001 per share (“Common Stock”) of Velo3D, Inc., a Delaware corporation (the “Issuer”). This
Amendment to the Original Schedule 13D is being filed solely to update the beneficial ownership percentages of the Reporting Persons resulting
from the increase in the number of total shares of Common Stock outstanding following the recent public offering by the Issuer, and not
due to any transaction by the Reporting Persons.
The Original Schedule 13D is hereby amended and supplemented to the
extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force
and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original
Schedule 13D.
Item 1. |
Security and Issuer. |
Item 1 of the Original Schedule 13D is hereby amended and restated
as follows:
This statement relates to the Common Stock of
Velo3D, Inc. (the “Issuer”), having its principal executive office at 511 Division Street, Campbell, California 95008.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby
amended and restated as follows:
| (a) | See responses to Item 13 on the cover pages of this filing, which are incorporated herein by reference. |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein
by reference. |
| (c) | The Reporting Persons have not engaged in any transactions in the Common Stock during the past sixty days. |
| (d) | Petroliam Nasional Berhad, the sole limited partner of PIV Fund I, L.P., has the right to receive or the power to direct the receipt
of dividends from, or any proceeds from the sale of, a portion of the PIV Shares beneficially owned by the Reporting Persons. |
Item 7. | Material to Be Filed as Exhibits |
Signatures
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.
Date: January 30, 2024 |
PIV FUND I, L.P. |
|
|
By PIV GP, L.L.C. |
|
its General Partner |
|
|
By: |
/s/ Ricardo Angel |
|
|
Ricardo Angel, Managing Member |
|
Date: January 30, 2024 |
PIV GP, L.L.C. |
|
|
By: |
/s/ Ricardo Angel |
|
|
Ricardo Angel, Managing Member |
|
Date: January 30, 2024 |
By: |
/s/ Ricardo Angel |
|
|
Ricardo Angel |
|
Date: January 30, 2024 |
By: |
*/s/ Ricardo Angel, as Attorney-in-Fact |
|
|
Mark Stout Gudiksen |
* This Schedule 13D was executed by Ricardo
Angel on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is included herewith as Exhibit 99.B
(incorporated by reference to the Original Schedule 13D, filed on October 12, 2021).
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