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):
May 18, 2021
one
(Exact name of registrant as specified in
its charter)
Cayman
Islands
(State or other jurisdiction of incorporation)
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001-39453
(Commission File Number)
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98-1545859
(I.R.S. Employer Identification No.)
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16 Funston Avenue, Suite
A
The Presidio of San Francisco
San Francisco, CA 94129
(Address of principal executive offices)
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94129
(Zip Code)
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(415) 480-1752
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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x
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant
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AONE.U
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New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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AONE
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New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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AONE.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 7.01 Regulation FD Disclosure.
As previously announced,
one (“AONE”) announced a proposed business combination (the “Business Combination”) between AONE and MarkForged,
Inc. (“Markforged”). On May 18, 2021, Markforged issued a press release reporting its first quarter 2021 financial highlights,
which is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
Attached as Exhibit 99.2
hereto and incorporated by reference into this Item 7.01 is an Analyst Day presentation being used by AONE and Markforged in
connection with the Business Combination. In connection with the Analyst Day presentation, AONE and Markforged will be distributing
a pre-recorded video clip, a transcript of which is attached as Exhibit 99.3 hereto, and is incorporated by
reference into this Item 7.01.
The information in this Item
7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished with this
Form 8-K:
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This report relates to a proposed transaction
between Markforged and AONE. This report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction,
AONE filed a registration statement on Form S-4 with the SEC on April 1, 2021, as amended on May 14, 2021, which includes a document
that serves as a prospectus and proxy statement of AONE, referred to as a proxy statement/prospectus. The proxy statement/prospectus
will be sent to all AONE shareholders. AONE also will file other documents regarding the proposed transaction with the SEC. Before making
any voting decision, investors and security holders of AONE are urged to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed transaction.
Investors and security holders may obtain free
copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC by AONE through the website maintained by the SEC at www.sec.gov.
The documents filed by AONE with the SEC also
may be obtained free of charge at AONE’s website at: a-star.co or upon written request to 16 Funston Ave., Suite A, The Presidio
of San Francisco, CA 94129.
Participants in Solicitation
AONE and Markforged and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from AONE’s shareholders in connection with
the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the
business combination is contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the
preceding paragraph.
Cautionary Statement Forward-Looking Statements
This report contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between Markforged and AONE.
These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events
to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all, which may adversely affect the price of AONE’s securities, (ii)
the risk that the transaction may not be completed by AONE’s business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by AONE, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the Agreement and Plan of Merger, by and between AONE, Caspian Merger Sub Inc. and
Markforged, dated as of February 23, 2021, (the “Merger Agreement”) by the shareholders of AONE, the satisfaction
of the minimum trust account amount following redemptions by AONE’s public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed
transaction, (v) the inability to complete the investments described above, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of
the transaction on Markforged’s business relationships, operating results, and business generally, (viii) risks that the
proposed transaction disrupts current plans and operations of Markforged and potential difficulties in Markforged employee retention
as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Markforged or against AONE
related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of AONE’s securities on a
national securities exchange, (xi) the price of AONE’s securities may be volatile due to a variety of factors, including
changes in the competitive and highly regulated industries in which AONE plans to operate or Markforged operates, variations in
operating performance across competitors, changes in laws and regulations affecting AONE’s or Markforged’s business and
changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and
a changing regulatory landscape in the highly competitive industry. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section
of AONE’s Annual Report on Form 10-K, as amended, the registration statement on Form S-4 discussed above, as it may be
amended, and other documents filed by AONE from time to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Markforged and AONE assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Neither Markforged nor AONE gives any assurance
that either Markforged or AONE, or the combined company, will achieve its expectations.
SIGNATURE
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.
Dated: May 18, 2021
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one
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By:
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/s/ Troy B. Steckenrider III
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Name: Troy B. Steckenrider III
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Title: Chief Financial Officer
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Exhibit
99.1
MARKFORGED
ANNOUNCES FIRST QUARTER 2021 RESULTS
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Reaffirms Full Year 2021 Outlook -
WATERTOWN,
Mass – May 18, 2021 – Markforged, creator of an integrated metal and carbon fiber additive manufacturing platform, The
Digital Forge, today announced its results for the first quarter ended March 31, 2021. Markforged expects to complete its previously
announced merger with one (NYSE: AONE), a special purpose acquisition company, founded and led by technology industry veteran
Kevin Hartz, later this summer. Upon completion, Markforged will be listed on the New York Stock Exchange under the ticker symbol “MKFG.”
Financial
Highlights:
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●
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Revenue
increased by 14.7% to $20.3 million in the first quarter of 2021 from $17.7 million in the
first quarter of 2020.
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●
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Gross
profit grew 31.9% to $12.4 million in the first quarter of 2021 from $9.4 million in the
first quarter of 2020, largely due to increased revenues and cost reductions gained through
operational efficiencies.
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●
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Gross
margins expanded to 61% in the first quarter of 2021 compared to 53% in the first quarter
of 2020.
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Reaffirms previously provided guidance of revenues of $87.6 million and
gross profit of $50.7 million.
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Markforged
has provided an updated Company Presentation, available on its website https://investors.markforged.com.
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Quarter Ended March 31,
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Unaudited (in thousands)
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2021
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2020
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Revenue
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$
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20,329
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$
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17,701
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Gross profit
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$
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12,390
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$
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9,424
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Gross margin
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61
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%
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53
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%
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Loss from operations
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$
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(8,789
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)
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$
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(5,313
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)
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“We
are pleased with our results from the first quarter of the year, building on our strong momentum from 2020,” said Shai Terem, Markforged’s
President and Chief Executive Officer.
These results reflect the growing demand for
our unique Digital Forge platform and the strength of our partners and team. Earlier this year we achieved an important milestone
with the release of our AI-powered Blacksmith software. Blacksmith inspects parts in real-time while printing and learns through
AI to streamline workflow and give manufacturers accurate, repeatable parts on our Markforged X7 printers. We continue to add deep
industry expertise to our sales channels through the addition of global partners such as Phillips Corporation, a
manufacturing-focused reseller with a strong Haas footprint. The addition of seasoned leaders such as Mark Schwartz, our Chief
Financial Officer and Ken Clayton, our SVP, Global Sales, speaks volumes to our ability to scale and meet the requirements of our
customers, partners and investors. We’re committed to continuing to accelerate product innovation and expand customer adoption
as we finalize the merger transaction with one and begin trading under the Markforged ticker MKFG.”
About
Markforged
Markforged
transforms manufacturing with 3D metal and continuous carbon fiber printers capable of producing parts tough enough for the factory floor.
The Markforged Digital Forge brings the power and speed of agile software development to industrial manufacturing, combining hardware,
software, and materials to eliminate the barriers between design and functional parts. Engineers, designers, and manufacturing professionals
all over the world rely on Markforged metal and composite printers for tooling, fixtures, functional prototyping, and high-value end-use
production. Founded in 2013 and based in Watertown, Mass, Markforged has more than 250 employees globally. Markforged has been recognized
by Forbes in the Next Billion-Dollar Startups list, and was listed as the #2 fastest-growing hardware company in the US in the 2019 Deloitte
Fast 500. In February 2021, Markforged announced it entered into a definitive agreement to merge with one (NYSE: AONE), a special purpose
acquisition company founded and led by technology industry veteran Kevin Hartz. The transaction is expected to close in the summer of
2021, subject to regulatory and stockholder approvals, and other customary closing conditions. The combined company will retain the Markforged
name and be listed on the NYSE under the ticker symbol “MKFG”.
About
one
one
is a special purpose acquisition company sponsored by A* formed for the purpose of effecting a business combination with one or more
businesses in the innovation economy. one completed its initial public offering in August 2020 raising $215 million in cash proceeds.
A* was founded and is led by technology industry veteran Kevin Hartz.
Special
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In
some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.
Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you
that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about
which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the
proposed business combination, including the timing and structure of the transaction, as well as statements about the expected growth
of the additive manufacturing industry, the combined company’s competitive position in the industry, and the anticipated growth
and profit margins of the combined company. We cannot assure you that the forward-looking statements in this press release will prove
to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, general
economic, political and business conditions; the inability of the parties to consummate the business combination or the occurrence of
any event, change or other circumstances that could give rise to the termination of the business combination agreement; the outcome of
any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that
the approval of the shareholders of one for the potential transaction is not obtained; failure to realize the anticipated benefits of
the business combination, including as a result of a delay in consummating the potential transaction; the risk that the business combination
disrupts current plans and operations as a result of the announcement and consummation of the business combination; the ability of the
combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by one’s
shareholders; the inability to obtain or maintain the listing of the combined company's securities following the business combination;
costs related to the business combination; and those factors discussed under the header “Risk Factors” in the registration
statement on Form S-4 filed by one with the SEC and those included under the header “Risk Factors” in one’s Annual
Report on Form 10-K. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light
of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements
in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments
will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we
have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to the date of this press release.
Preliminary
Financial Statements
The
preliminary financial information for the quarter ended March 31, 2021 included in this press release is subject to completion of Markforged’s
quarter-end close procedures and further financial review and represents Markforged’s current expectations as to what it will report
for such quarter. Actual results may differ as a result of the completion of Markforged’s quarter-end closing procedures, review
of adjustments and other developments that may arise between now and the time such financial information for the period is finalized.
As a result, these estimates are preliminary and may change. Neither Markforged’s independent registered accounting firm nor any
other independent registered accounting firm has audited, reviewed or complied, examined or performed any procedures with respect to
the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary financial information.
Contact
Information
Investors
investors@markforged.com
Media
Paulina Bucko
Head
of Communications
paulina.bucko@markforged.com
Exhibit 99.3
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This transcript was exported on May 18, 2021
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Hi, my name is Daniel Lazier. I'm a Product Marketing Manager at Markforged. Today I'm going to share a little information
about the Markforged demo kit you received in the mail. Now I'll first go ahead and point out in case it's not clear that the outer box
itself was actually printed using Markforged composite printers. While this is not a highly common use of our platform, in our case,
it was actually cheaper and quicker to produce these right on our own printers. So we'll go ahead and open up the box, and the first
thing you'll see is this explainer card. We can go ahead and set this aside for the purposes of this video. And underneath we'll see
this whole array of goodies. Let's go ahead and start with this carbon fiber printed wrench.
And this wrench was printed in continuous carbon fiber using our proprietary CFR or continuous fiber reinforcement technology. And this
allows us to produce parts as strong as aluminum right on the desktop. And this is the sort of custom tool you wouldn't be able to just
go pick up at Home Depot both because of its specially designed ergonomic handle, which makes it easier to use, as well as the custom
socket on the end. Federal defense customers like the US Marine Corps have a critical need for custom maintenance tools like this wrench
in order to keep their equipment running in the field. Automotive industrial equipment customers also have similar needs in maintenance
depots and service hubs, and in all of these cases, our customers are circumventing conventional supply chains and printing the parts
at the exact location they're needed, as opposed to shipping them all over the world.
And if you took a peek at this explainer card, you probably noticed
that this socket, which was printed in 17-4 stainless steel, is meant to actually go along with this wrench. You pop that in place. And
in this case, this socket is held in place by these little off-the-shelf parts, and they're called ball detents. We purchased these for
about a dollar apiece, and we just press them in after the fact. And this is what allows for this really nice satisfying click as we snap
this insert in place. And this strategy of mating composite and metal parts together is a highly common technique across our customers.
And this technique is known as hybrid tooling, where we're using composite printing as well as metal printing to get the best of both
worlds, where the carbon fiber is best suited to handle the flexural stiffness and the metal piece is best suited to handle the hardness
and torsional requirements for this particular part.
And as we take a closer look at the socket, there's nothing particularly
remarkable about this geometry, but the fact of the matter is most manufacturers would struggle to produce this geometry through conventional
techniques like CNC machining because of these thin walls here. That would be a very difficult feature to produce through conventional
means, and we see many of our customers in the military and last mile mobility devices like electric bikes and scooters utilizing this
new capability to design entire tamper-proof assemblies that can only be assembled or disassembled by verified technicians that have the
right tool for the job. So in this sense, this isn't only a tool, but it's really more like a lock and key where we're only certified
people can access specific features of the assembly. Now let's go ahead and use this wrench to unfasten these bolts, which along with
those ball detents we purchased off the shelf, and this is where that ergonomic handle comes into play, making it really easy to unfasten
these.
And along with these bolts, we use some other standard off the
shelf hardware, including these washers, which are on the top surface, as well as the threaded inserts that these bolts actually
mate with. So as we set all of these off the shelf products aside, we now reveal these custom wrenches, and let's take a look at
what we have here. So these wrenches were paused halfway through printing in order to expose the infill as well as the continuous
carbon fiber, fiberglass, and Kevlar, and I'll go ahead and just rattle through what these are all best for. And first of all, the
carbon fiber, being our flagship material, is the stiffest of the five wrenches here. You notice it has a great strength to weight
ratio both because of this lattice infill and the high strength fibers. We also have Kevlar here which is a great specialty fiber
for impact resistance, and we have HSHT fiberglass which is a specialty fiber we developed for high temperature applications, also
has great impact resistance and stiffness in its own right.
We have fiberglass, which is a great sort of generalist fiber, and
then we have just our standard polymer Onyx which is meant to demonstrate the baseline capability. So if you were to compare the stiffness
of this versus the carbon fiber, you can quickly see the differential that we're adding in terms of the strength and stiffness when we
add that continuous carbon fiber capability. So let's set these aside for a moment and take a look at this last shiny object we have in
the box. And this is a heat sink printed in pure copper, and these components are very useful for keeping electronics devices or other
heat dissipative products cool during use. And our 3D printed copper happens to be about twice as conductive as aluminum, which is the
most common material used for heat sinks.
Manufacturers generally shy away from copper heat sinks mostly because
copper is super difficult to work with through conventional manufacturing techniques. Luckily 3D printing on a Metal X makes producing
custom copper parts a cinch. While I have this out, I'll also point out some of these subtle features and undercuts. These are all geometric
features that would be very, very difficult to obtain through conventional manufacturing regardless of the material you're working with.
Luckily this type of design flexibility comes free of charge when printing on the Metal X.
So that's the story behind this demo kit. Thank you for joining me,
and I hope this additional context on the demo kit was helpful.
