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): July 13, 2021
Markforged Holding Corporation
(Exact name of registrant as specified in charter)
| Delaware | 001-39453 | 98-154859 |
|
(State or other jurisdiction
480 Pleasant Street
Watertown, MA 02472
|
Commission
File number |
(I.R.S. Employer Identification Number)
02472
|
(415) 480-1752
(Registrant’s telephone number, including area code)
one
16 Funston Avenue, Suite A
The Presidio of San Francisco
San Francisco, California
(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:
| ¨ | 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)) |
|
Title of each class |
Trading
|
Name of each
exchange
|
||
| Common Stock, par value $0.0001 per share | MKFG | New York Stock Exchange | ||
|
Redeemable Warrants, each whole warrant
exercisable for one share of Common Stock at an exercise price of $11.50 |
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 (§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. ¨
Explanatory Note
As previously disclosed, on February 23, 2021, one, a Cayman Islands exempted company (“AONE”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caspian Merger Sub Inc., a wholly owned subsidiary of AONE (“Merger Sub”), and MarkForged, Inc. (“Markforged”), pursuant to which (i) AONE would deregister as a Cayman Islands company and domesticate as a corporation in the State of Delaware and would be renamed “Markforged Holding Corporation” (the “Domestication”) and (ii) Merger Sub would merge with and into Markforged, with Markforged surviving as a wholly owned subsidiary of Markforged Holding Corporation (the “Merger”). AONE's shareholders approved the transactions contemplated by the Merger Agreement on July 13, 2021, and the Domestication and the Merger were completed on July 14, 2021.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On July 13, 2021, at the Extraordinary General Meeting (the “Extraordinary General Meeting”) of AONE, holders of 18,809,805 of AONE’s ordinary shares, which represented 69.99% of the ordinary shares outstanding and entitled to vote as of the record date of May 28, 2021, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the AONE shareholders at the Extraordinary General Meeting are set forth below:
| 1. | PROPOSAL 1 – The BCA Proposal - to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among one (“AONE”), Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of AONE (“Merger Sub”) and MarkForged, Inc. (“Markforged”), a copy of which is attached to the proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Markforged (the “Merger”), with Markforged surviving the Merger as a wholly owned subsidiary of Markforged Holding Corporation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the proxy statement/prospectus. |
The voting results with respect to the BCA Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 17,965,927 | 735,942 | 107,936 | N/A | |||||||||
| 2. | PROPOSAL 2 – The Domestication Proposal – to approve by special resolution, the change of AONE’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. |
The voting results with respect to the Domestication Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 17,965,348 | 736,172 | 108,285 | N/A | |||||||||
| 3. | PROPOSAL 3 – Organizational Documents Proposal A – to authorize the change in the authorized capital stock of AONE from 400,000,000 Class A ordinary shares, par value $0.0001 per share, 10,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share (the “AONE preferred shares”), to 1,000,000,000 shares of common stock, par value $0.0001 per share, of Markforged Holding Corporation and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Markforged Holding Corporation (the “Markforged Holding Preferred Stock”). |
The voting results with respect to Organizational Documents Proposal A were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 16,238,109 | 2,447,229 | 124,467 | N/A | |||||||||
| 4. | PROPOSAL 4 – Organizational Documents Proposal B – to authorize the board of directors of Markforged Holding Corporation to issue any or all shares of Markforged Holding Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Markforged Holding Corporation board of directors and as may be permitted by the DGCL. |
The voting results with respect to Organizational Documents Proposal B were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 16,245,893 | 2,441,256 | 122,656 | N/A | |||||||||
| 5. | PROPOSAL 5 – Organizational Documents Proposal C – to provide that the Certificate of Incorporation may only be amended by the affirmative vote of at least a majority of the outstanding shares of capital stock, with certain exceptions, to provide that the Bylaws may only be amended by the board of directors or by the affirmative vote of at least two-thirds of the outstanding shares of capital stock, with certain exceptions, and to provide that a majority of the outstanding shares entitled to vote shall constitute a quorum at any meeting of stockholders. |
The voting results with respect to Organizational Documents Proposal C were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 15,859,608 | 2,838,144 | 112,053 | N/A | |||||||||
| 6. | PROPOSAL 6 – Organizational Documents Proposal D – to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the proxy statement/prospectus as Annex J and Annex K, respectively), including: (1) changing the corporate name from “one” to “Markforged Holding Corporation”, (2) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (3) removing the provision waiving directors’ and officers’ obligations to present a corporate opportunity to AONE, (4) providing that directors may be removed by stockholders only for cause, (5) providing that any action to be taken by stockholders may only be taken at a meeting of stockholders, and may not be taken by written consent in lieu thereof, (6) making Markforged Holding Corporation’s corporate existence perpetual and (7) removing certain provisions related to AONE’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination. |
The voting results with respect to Organizational Documents Proposal D were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 16,727,297 | 1,967,770 | 114,738 | N/A | |||||||||
| 7. | PROPOSAL 7 – The Director Proposal – to approve the composition of the board of directors of Markforged Holding Corporation effective immediately following the consummation of the Business Combination. |
The voting results with respect to the Director Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 5,375,000 | 0 | 0 | N/A | |||||||||
Only the holders of AONE's Class B ordinary shares were permitted to vote in the Director Proposal.
| 8. | PROPOSAL 8 – The Stock Issuance Proposal – to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Markforged Holding Common Stock to (a) the PIPE Investors pursuant to the PIPE Investment and (b) the Markforged Stockholders pursuant to the Merger Agreement. |
The voting results with respect to the Stock Issuance Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 15,957,256 | 739,193 | 113,356 | N/A | |||||||||
| 9. | PROPOSAL 9 – The Incentive Plan Proposal – to approve by ordinary resolution, the Markforged Holding Corporation 2021 Stock Option and Incentive Plan. |
The voting results with respect to the Incentive Plan Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 15,787,507 | 2,894,502 | 127,796 | N/A | |||||||||
| 10. | PROPOSAL 10 – The ESPP Proposal – to approve by ordinary resolution, the Markforged Holding Corporation 2021 Employee Stock Purchase Plan. |
The voting results with respect to the ESPP Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 17,538,337 | 1,156,702 | 114,766 | N/A | |||||||||
| 11. | PROPOSAL 11 – The Adjournment Proposal – to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
The voting results with respect to the Adjournment Proposal were as follows:
| Votes For |
Votes
Against |
Abstentions |
Broker Non-
Votes |
|||||||||
| 17,939,615 | 751,131 | 119,059 | N/A | |||||||||
Item 7.01 Regulation FD Disclosure
On July 14, 2021, Markforged Holding Corporation issued a press release with respect to the consummation of the transactions contemplated by the Merger Agreement, a copy of which is attached as Exhibit 99.1 hereto, and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01, including Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit No. |
Description of Exhibits |
|
| 99.1 | Press Release, dated July 14, 2021. |
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.
| Markforged Holding Corporation | ||
| Date: July 14, 2021 | ||
| By: | /s/ Shai Terem | |
| Name: | Shai Terem | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
Markforged Announces Listing on New York Stock Exchange Under Ticker Symbol “MKFG”
Markforged To Begin Trading on July 15 Following Successful Closing of Merger with one SPAC
WATERTOWN, MA – July 14, 2021 – Markforged, Inc., creator of the integrated metal and carbon fiber additive manufacturing platform, The Digital Forge, today announced that it has completed its previously announced merger with one (NYSE: AONE), a special purpose acquisition company sponsored by A-star and founded and led by technology industry veteran Kevin Hartz. The combined company, named Markforged Holding Corporation, is expected to commence trading on the New York Stock Exchange beginning on July 15, 2021 under the ticker symbol “MKFG” for Markforged common stock and “MKFG.WS” for Markforged warrants.
Markforged continued its commitment to delivering innovation in the additive manufacturing space with a number of production and pipeline milestones in 2021, including the introduction of its newest printer, the FX20, the release of the Metal X Gen 2 and X7 Field Edition, as well as its Next Day Metal software update, which unlocked increased speed and capacity across its global fleet, and AI-powered Blacksmith software for the X7 platform. Markforged also has brought on leading global partners such as Phillips Corporation and expanded its relationship with Würth Additive Group, a Würth Industry North America company. The company added to its Board of Directors and began an expansion of its Boston-area headquarters to support the growth of its team.
“Today is a proud moment for the entire Markforged team and a significant milestone in our mission to reinvent manufacturing today so our customers can build anything they imagine tomorrow,” said Shai Terem, President and Chief Executive Officer of Markforged. “As a publicly traded company, we will continue to focus on executing on our ambitious product roadmap and further accelerating innovation, expanding customer adoption, and capitalizing on the strong secular trends in additive manufacturing, allowing us to bring our platform to even more manufacturing floors around the world for mission-critical use cases. Looking ahead, we have some exciting products in our pipeline as we move from accessible end-use parts to robust production. I couldn’t be more excited about our talented team and the opportunities in this next chapter.”
Kevin Hartz, Founder and CEO of one, said, “Being a publicly traded company will enable Markforged to build new relationships as a critical partner to even more leading global manufacturers, leveraging its expanded platform and proceeds from the transaction to accelerate its impact and growth. I am excited to join the Board of Directors and to work alongside a group of talented and diverse directors. I look forward to contributing to the team as Markforged continues to scale and this nascent industry matures and transforms modern manufacturing in the coming years.”
Transaction Details
In connection with the closing of the merger, Markforged has received approximately $361 million of gross proceeds before transaction expenses, including a $210 million PIPE from Baron Capital Group, funds and accounts managed by BlackRock, Miller Value Partners, Wasatch Global Investors, and Wellington Management, as well as existing Markforged shareholders M12 – Microsoft’s Venture Fund and Porsche Automobil Holding SE.
As part of the merger, the existing management team, led by President and CEO Shai Terem, will continue to operate the business. Kevin Hartz and Carol Meyers, venture partner at Glasswing Ventures, LLC, will join Markforged’s Board of Directors. Alan Masarek, most recently CEO of Vonage (Nasdaq: VG) will join the Board as Chairman.
Additional information about the completed merger will be provided in a Current Report on Form 8-K to be filed by Markforged with the Securities and Exchange Commission and available at sec.gov.
Advisors
Citigroup Global Markets Inc. served as lead financial advisor and capital markets advisor to Markforged. William Blair and Stifel, Nicolaus & Company, Incorporated also acted as financial advisor and capital markets advisor to Markforged, and Goodwin Procter LLP served as legal counsel.
Goldman Sachs & Co. LLC served as exclusive financial advisor to one and Cadwalader, Wickersham & Taft LLP served as legal counsel.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC served as co-placement agents on the PIPE.
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 part. 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, MA, Markforged has more than 250 employees globally. Markforged has been recognized by Forbes in the Next Billion-Dollar Startups list, and listed as the #2 fastest-growing hardware company in the US in the 2019 Deloitte Fast 500. To learn more about Markforged, please visit https://markforged.com.
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. To learn more about one, please visit https://www.a-star.co/.
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 Markforged believes that it has a reasonable basis for each forward-looking statement contained in this press release, Markforged cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the timing for commencement of trading, the anticipated contribution of the members of Markforged’s board of directors and leadership to Markforged’s operations, progress and financial results, Markforged’s product roadmap, pipeline and future innovation, the functionality and applications of Markforged’s products, the expected growth of the additive manufacturing industry, the expected growth of Markforged’s revenue and customer base, the impact of Markforged’s products on its financial condition and results of operation, and the integration of Markforged’s products into the additive manufacturing market. Markforged 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 ability of Markforged to maintain its listing on the New York Stock Exchange; the effect of COVID-19 on Markforged’s business and financial results; the outcome of any legal proceedings against Markforged; failure to realize the anticipated benefits of the business combination, including as a result of costs related thereto and additional burdens of being a publicly traded company; 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; and those factors discussed under the header “Risk Factors” in the Proxy Statement and Prospectus filed pursuant to Rule 424B(3) with the SEC on June 24, 2021 and those included under the header “Risk Factors” in one’s Annual Report on Form 10-K and other filings with the SEC. 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 Markforged will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent Markforged’s views as of the date of this press release. Markforged anticipates that subsequent events and developments will cause its views to change. However, while Markforged may elect to update these forward-looking statements at some point in the future, Markforged has 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 Markforged’s views as of any date subsequent to the date of this press release.
Contacts
Markforged
Media
Paulina Bucko
paulina.bucko@markforged.com
Investors
investors@markforged.com
one
Media
astar-SVC@sardverb.com
Investors
investors@a-star.co