UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 75, 2024

Markforged Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware


	Delaware
	(State or Other Jurisdiction of Incorporation)

001-39453		92-3037714
(Commission File Number)		(I.R.S. Employer Identification No.)

(State or Other Jurisdiction

60 Tower Road

Waltham, MA

02451

(Address of Principal Executive Offices)

(Zip Code)

of Incorporation)

001-39453		92-3037714
(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

60 Tower RoadWaltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

(866) 496-1805

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	~~TradingSymbol~~Trading Symbol:	Name of Each ~~Exchangeon~~Exchange on Which Registered:
Common Stock, $0.0001 par value per share	MKFG	New York Stock Exchange
Warrants to purchase one share of Common Stock, each at an exercise price of $115.00 per share	MKFG.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~November 7~~December 5, 2024, Markforged Holding Corporation, a Delaware corporation (the “Company”), ~~announced~~held ~~its~~a ~~financial~~special ~~results~~meeting ~~for~~of stockholders (the ~~third~~“Special ~~quarter~~Meeting”) ~~ended~~at ~~September~~which ~~30, 2024. A copy of~~ the ~~press~~Company’s ~~release~~stockholders isvoted ~~furnished as Exhibit 99.1~~ to ~~this~~approve ~~Current~~the ~~Report~~Company’s onpending ~~Form~~acquisition ~~8-K~~by ~~and~~Nano isDimension ~~incorporated~~Ltd., byan ~~reference~~Israeli ~~herein~~company (“Nano”).

~~The~~As ~~information~~of inNovember 12, ~~this~~2024, ~~Current~~the ~~Report~~record ondate ~~Form~~for ~~8-K~~the ~~and~~Special ~~Exhibit~~Meeting ~~99.1~~(the ~~attached~~“Record ~~hereto~~Date”), isthere ~~intended~~were to20,622,719 beissued ~~furnished~~ and ~~shall~~outstanding ~~not~~shares beof ~~deemed~~common ~~“filed”~~stock, ~~for~~par ~~purposes~~value of$0.0001 ~~Section~~per 18share, of the ~~Securities~~Company ~~Exchange~~(“Company ~~Act~~common ofstock”) ~~1934,~~entitled asto ~~amended~~vote (at the ~~“Exchange~~Special ~~Act”)~~Meeting, oreach ~~otherwise~~of ~~subject~~which was entitled to one vote for each proposal at the ~~liabilities~~Special ofMeeting. ~~that~~At ~~section~~the Special Meeting, ~~nor~~a ~~shall~~total itof be13,990,958 shares ~~deemed~~of ~~incorporated~~Company bycommon ~~reference~~stock, inrepresenting ~~any~~approximately ~~filing~~67.84% ~~under~~of the ~~Securities~~shares ~~Act~~ of ~~1933,~~Company ascommon ~~amended,~~stock orissued ~~the~~and ~~Exchange~~outstanding ~~Act,~~and ~~except~~entitled asto ~~expressly~~vote, ~~set~~were ~~forth~~present virtually or by ~~specific~~proxy, ~~reference~~constituting ina ~~such~~quorum ~~filing~~to conduct business.

~~Item~~At 9the Special Meeting, the Company’s stockholders voted on the proposals listed below.~~01.~~ ~~Financial~~The ~~Statements~~proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and ~~Exhibits~~Exchange Commission on November 13, 2024. The final results for the votes regarding each proposal are set forth below. There were no recorded broker non-votes.

~~(d)~~Proposal ~~Exhibits~~1: The Merger Agreement Proposal

Exhibit No.		Description
99.1		Press Release issued by the registrant on November 7, 2024, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

To approve and adopt the Agreement and Plan of Merger, dated as of September 25, 2024 (the “Merger Agreement”), by and among the Company, Nano and Nano US II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Nano (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Nano (the “Merger Agreement Proposal”).

Approval of the Merger Agreement Proposal required the affirmative vote of a majority of the shares of Company common stock issued and outstanding as of the Record Date. The following votes were cast at the Special Meeting (virtually or by proxy) and the Merger Agreement Proposal was approved:


VOTES FOR	VOTES AGAINST	ABSTENTIONS
13,914,758	68,719	7,481

Proposal 2: The Adjournment Proposal

The proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including adjournments to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Agreement Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARKFORGED HOLDING CORPORATION	~~MARKFORGED HOLDING CORPORATION~~
Date: November 7, 2024		By:	/s/ Assaf Zipori
Dated: December 6, 2024	By:	/s/ Assaf Zipori
		Assaf Zipori	~~Assaf Zipori~~
		Chief Financial Officer	~~Chief Financial Officer~~

Filing Compare · Markforged Holding Corp