Velo3D, Inc.

REPORT OF INDEPEN DENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Velo3D, Inc. and Subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses from operations and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

3D Printers Revenue Recognition – Refer to Note 2 in the consolidated financial statements

The Company generates revenue from the sale of 3D Printer systems, with revenue recognized at a point in time upon transfer of control to the customer. The contracts may include support services, which are accounted for as a separate performance obligation, with a portion of the transaction price deferred and recognized over time.

The Company allocates the transaction price between the 3D Printer systems and support services based on relative standalone selling prices (“SSP”). Determining SSP involves significant judgment, particularly when observable standalone selling prices are not available and management must consider factors such as pricing practices and expected margins.

Given the judgment involved in determining SSP, identifying performance obligations, and evaluating the timing of revenue recognition for 3D Printer sales, auditing revenue recognition involved especially complex and subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed to address this critical audit matter included the following:

•

We evaluated the Company’s identification of performance obligations, including the determination that 3D Printer systems and support services are distinct.

•

We assessed the reasonableness of SSP used to allocate the transaction price between 3D Printer systems and support services, including evaluating observable pricing and management’s assumptions

•

We tested the allocation of the transaction price to performance obligations.

•

We evaluated the Company’s determination of when revenue from 3D printer sales should be recognized, including assessing the transfer of control criteria.

•

We performed substantive testing of revenue transactions, including inspecting customer contracts, shipping documentation, and evidence of transfer of control.

•

We evaluated whether revenue was recognized in the appropriate period.

Inventory Valuation for Excess or Obsolete – Refer to Notes 2 and 6 in the Consolidated Financial Statements

The Company evaluates inventory for excess or obsolete quantities based on management’s assessment of the future usability of inventory, including whether such inventory is included in current bills of materials, can be utilized in products expected to be marketed or sold, or can be used and or sold as consumables.

The determination of inventory valuation for excess or obsolete inventory involves significant judgment, including evaluating product life cycles, potential rework, and the likelihood that inventory will be utilized in future production or sold.

Given the judgment involved in assessing the usability of inventory or its ability to sold, and determining inventory valuation, auditing inventory for excess or obsolete quantities involved especially complex and subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed to address this critical audit matter included the following:

•

We evaluated management’s methodology utilized for calculating the estimate, including assessing the appropriateness of the underlying formulaic calculation.

•

We assessed management’s evaluation of inventory, including whether inventory items were included in current bills of materials, could be reworked for use in production, or were associated with products that have been recently sold.

•

We evaluated qualitative factors included with the determination of significant assumptions used by management.

•

We tested inventory items on a sample basis, including evaluating whether such items were included in current production processes or otherwise expected to be utilized.

•

We assessed whether inventory previously written down was appropriately maintained at its reduced cost basis and not subsequently written up.

/s/Frank, Rimerman + Co. LLP

We have served as the Company’s auditor since 2024.

San Francisco, California

March 31, 2026