SCHEDULE 13D/A: Khosla Ventures Reduces Stake in Velo3D Below 5% Following Company Financing and Reverse Stock Split

Khosla Ventures and its affiliated entities have reported a reduction in their beneficial ownership of Velo3D, Inc. common stock to 0.4%, falling below the 5% threshold, primarily due to the Issuer's 2024 financing activities and a 1:35 reverse stock split.

Summary

• Khosla Ventures Seed B, L.P., Khosla Ventures Seed B (CF), L.P., Khosla Ventures Seed Associates B, LLC, Khosla Ventures V, L.P., Khosla Ventures Associates V, LLC, VK Services, LLC, and Vinod Khosla (collectively, 'Reporting Persons') have filed an amendment to their Schedule 13D.
• The filing updates their beneficial ownership in Velo3D, Inc. (the 'Issuer') common stock.
• The Reporting Persons' aggregate beneficial ownership has decreased to 867,164 shares, representing 0.4% of the Issuer's outstanding common stock.
• This reduction below the 5% threshold is attributed solely to financing activities undertaken by Velo3D, Inc. in 2024 and a 1:35 reverse stock split effected by the Issuer on June 13, 2024.
• The total number of Velo3D common shares outstanding used for this calculation is 194,896,717, as reported in the Issuer's Quarterly Report on Form 10-Q filed on January 14, 2025.
• The Reporting Persons initially acquired their shares through a business combination on September 29, 2021, which resulted in an aggregate ownership of 30,350,744 shares.
• They also hold rights to receive up to an additional 4,024,292 shares if the volume-weighted average price (VWAP) of Velo3D's common stock reaches $12.50 and $15.00 thresholds within five years of the business combination closing.

Sentiment

Score: 5

Explanation: The document is a factual reporting of a change in beneficial ownership due to corporate actions (financing, reverse split) and does not contain forward-looking statements or performance metrics that would indicate a positive or negative sentiment regarding the company's operational or financial health. It is neutral in tone and content.

Negatives

• The Reporting Persons' percentage of beneficial ownership in Velo3D, Inc. has significantly decreased, falling below the 5% threshold.
• The reduction in ownership was partly due to the Issuer's financing activities in 2024, which implies dilution for existing shareholders.
• A 1:35 reverse stock split was effected by the Issuer on June 13, 2024, which is often a sign of a company's low stock price and can be viewed negatively by the market.

Risks

• The Reporting Persons reserve the right to acquire or dispose of additional securities of the Issuer in the ordinary course of their business, which could lead to further changes in ownership and potential market impact.
• Future discussions with Velo3D management, board, or other stockholders could lead to proposals concerning the Issuer's business, operations, governance, management, strategy, capitalization, or future plans.

Future Outlook

The Reporting Persons' ownership percentage has fallen below 5%, meaning they are no longer required to file Schedule 13D unless their ownership again exceeds 5%. They retain the right to acquire or dispose of additional securities of Velo3D, Inc. in the ordinary course of their business. They may also engage in discussions with Velo3D's management, board, and other stockholders regarding the company's business, operations, governance, management, strategy, capitalization, and future plans. Furthermore, they are entitled to receive up to an additional 4,024,292 shares of common stock if Velo3D's volume-weighted average price (VWAP) reaches $12.50 and $15.00 thresholds within five years of the business combination closing.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a significant investor, Khosla Ventures, in a publicly traded company, Velo3D, Inc. It reflects the impact of corporate actions such as financing rounds and reverse stock splits on investor stakes. While not providing direct industry analysis, it highlights the dynamic nature of venture capital investments in public companies, particularly those that have undergone SPAC mergers and subsequent capital-raising activities.

Corporate Governance

Stakeholder Impact

• Shareholders: The 1:35 reverse stock split significantly reduced the number of outstanding shares, which can impact share price perception and liquidity. The Issuer's financing activities also led to dilution, reducing the percentage ownership of existing shareholders.
• Khosla Ventures (Reporting Persons): Their percentage ownership has decreased, reducing their reporting burden (no longer required to file Schedule 13D unless ownership exceeds 5% again). They retain significant shares and registration rights, allowing for future liquidity or influence.

Next Steps

• The Reporting Persons may acquire or dispose of additional securities of Velo3D, Inc. in the ordinary course of their business.
• They may engage in further discussions with Velo3D's management, Board of Directors, other stockholders, and relevant parties concerning the Issuer's business, operations, governance, management, strategy, capitalization, and/or future plans.
• The Reporting Persons may exercise their rights under the Amended and Restated Registration Rights Agreement, including potential 'piggyback' registration rights for their shares.

Key Dates

Keywords

Velo3D, Khosla Ventures, SEC filing, Schedule 13D, beneficial ownership, reverse stock split, venture capital, dilution, investment, common stock