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): December 512, 2024

Markforged Holding Corporation

(Exact name of registrant as specified in its charter)

	Delaware
	(State or Other Jurisdiction of Incorporation)
001-39453		92-3037714
(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-39453

92-3037714

(Commission

File Number)

(I.R.S. Employer

Identification No.)

60 Tower Road

Waltham, 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:	Trading Symbol:	Name of Each 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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnAs ~~December~~previously announced, on September 525, 2024, Markforged Holding Corporation, a Delaware corporation (the “Company”), ~~held~~entered ainto ~~special~~an ~~meeting~~Agreement and Plan of ~~stockholders~~Merger (the “~~Special~~Merger ~~Meeting~~Agreement”) atwith ~~which~~Nano ~~the~~Dimension ~~Company’s~~Ltd., ~~stockholders~~an ~~voted~~Israeli tocompany ~~approve~~(“Nano”), ~~the~~and ~~Company’s~~Nano ~~pending~~US ~~acquisition~~II, byInc., a Delaware corporation and an indirect, wholly-owned subsidiary of Nano ~~Dimension~~(“Merger ~~Ltd.~~Sub”), anpursuant ~~Israeli~~to ~~company~~which Merger Sub will merge with and into the Company (the “~~Nano~~Merger”), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Nano.

AsPursuant ofto ~~November 12, 2024,~~ the ~~record~~Merger ~~date~~Agreement, ~~for~~ the ~~Special~~consummation ~~Meeting (the “Record Date”), there were 20,622,719 issued and outstanding shares~~ of ~~common stock, par value $0.0001 per share, of~~ the ~~Company~~Merger ~~(“Company~~is ~~common~~subject ~~stock”) entitled~~ to ~~vote at the Special Meeting, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting,~~ a ~~total~~number of ~~13,990,958 shares~~closing ~~of Company common stock~~conditions, ~~representing~~including ~~approximately~~approval ~~67.84%~~from of the ~~shares~~Committee ofon ~~Company~~Foreign ~~common~~Investment ~~stock~~in ~~issued~~the ~~and~~United States ~~outstanding~~(“CFIUS”) and ~~entitled~~foreign todirect ~~vote,~~investment ~~were~~(“FDI”) ~~present~~approvals ~~virtually~~in orSweden byand ~~proxy,~~the ~~constituting~~United ~~a quorum to conduct business~~Kingdom.

AtOn ~~the~~November 20, ~~Special~~2024 ~~Meeting~~and December 12, 2024, the Company’s ~~stockholders~~received ~~voted~~clearances onfrom the ~~proposals~~applicable ~~listed~~FDI ~~below.~~authorities ~~The proposals are described~~ in ~~detail~~Sweden inand the ~~Company’s~~United ~~definitive~~Kingdom, ~~proxy~~respectively. ~~statement~~As ~~for~~of ~~the~~December 12, ~~Special~~2024, ~~Meeting filed with~~ the ~~Securities~~Company ~~and~~has ~~Exchange~~obtained ~~Commission~~approval onfor ~~November 13,~~all ~~2024.~~regulatory ~~The~~filings ~~final~~required ~~results~~pursuant ~~for~~to the ~~votes~~Merger ~~regarding~~Agreement ~~each~~except ~~proposal~~for ~~are~~its ~~set~~CFIUS ~~forth below~~filing. ~~There were no recorded broker non-votes.~~

~~Proposal~~Forward-Looking 1:Statements ~~The Merger Agreement Proposal~~

ToAny ~~approve~~statements ~~and~~in ~~adopt~~this ~~the~~communication ~~Agreement~~about ~~and~~the ~~Plan~~Company’s offuture ~~Merger~~expectations, ~~dated~~plans asand ~~of September 25~~prospects, ~~2024~~as ~~(the~~well ~~“Merger~~as ~~Agreement”),~~any byother ~~and~~statements ~~among~~regarding ~~the~~matters ~~Company,~~that ~~Nano~~are ~~and~~not ~~Nano~~historical ~~US II~~facts, ~~Inc.,~~may aconstitute ~~Delaware corporation and indirect wholly~~“forward-~~owned~~looking ~~subsidiary of Nano (“Merger Sub~~statements”), ~~pursuant~~within ~~to which Merger Sub will be merged with and into~~ the ~~Company~~meaning ~~(the~~of ~~“Merger”), with~~ the ~~Company~~Private ~~surviving~~Securities ~~the~~Litigation ~~Merger~~Reform asAct ~~an indirect wholly-owned subsidiary~~ of ~~Nano (the “Merger Agreement Proposal”)~~1995.

~~Approval~~Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include statements relating to the proposed transaction between the Company and Nano, the ability of the Company and Nano to complete the transactions contemplated by the Merger Agreement, ~~Proposal~~including ~~required~~the parties’ ability to satisfy the ~~affirmative~~conditions ~~vote~~to the consummation of athe ~~majority~~Merger ofcontemplated thereby and the ~~shares~~other conditions set forth in the Merger Agreement, including receipt of certain regulatory approvals by applicable governmental authorities, and all other statements other than statements of historical fact that address activities, events or developments that the Company ~~common~~intends, ~~stock~~expects, ~~issued~~projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and ~~outstanding~~assumptions asmade based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the ~~Record~~use ~~Date~~of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or similar expressions. ~~The~~These ~~following~~forward-looking ~~votes~~statements ~~were~~involve ~~cast~~known atand unknown risks and uncertainties, which may cause the ~~Special~~Company’s ~~Meeting~~actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may cause the Company’s or Nano’s actual results or performance to be materially different from those expressed or implied in the forward-looking statements include, but are not limited to: (~~virtually~~i) the occurrence of any event, change or byother ~~proxy~~circumstance that could give rise to the termination of the Merger Agreement; (ii) the effect of the announcement of the proposed transaction on the ability of the Company to operate its business and retain and hire key personnel and to maintain favorable business relationships; (iii) the ability of the parties to consummate the proposed transaction in a timely manner or at all; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; ~~Proposal~~(v) the ~~was~~satisfaction ~~approved:~~(or waiver) of closing conditions to the consummation of the proposed transaction, including the receipt of required regulatory approvals; (vi) the response of competitors, suppliers and customers to the proposed transaction; (vii) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; (viii) significant costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) restrictions during the pendency of the proposed transaction that

VOTESFOR		VOTESAGAINST		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.

may impact the Company’s ability to pursue certain business opportunities; and (xi) other risks, uncertainties and factors discussed and described in reports filed with the SEC by the Company and Nano from time to time, including those under the heading “Risk Factors” in their respective most recently filed reports on Form 10-K, 10-Q or 20-F, as applicable, and subsequent filings with the SEC.

The forward-looking statements included in this communication are made only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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
Dated: December 6, 2024	By:	/s/ Assaf Zipori
Dated: December 12, 2024		By:	/s/ Assaf Zipori
		~~Assaf Zipori~~	Assaf Zipori
		~~Chief Financial Officer~~	Chief Financial Officer

Filing Compare · Markforged Holding Corp