Delaware
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3559
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98-154859
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(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number) |
Kenneth J. Gordon, Esq.
Michael J. Minahan, Esq. Michael R. Patrone, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210
(617)
570-1000
|
|
Stephen Karp
General Counsel and Secretary Markforged Holding Corporation 480 Pleasant St. Watertown, MA 02472 (866)
496-1805
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Title of each class of
securities to be registered
|
|
Amount
to be registered(1)
|
|
|
Proposed
maximum
offering price
per security
|
|
|
Proposed
maximum
aggregate
offering price
|
|
|
Amount of
registration fee |
|
||||
Common stock
|
|
|
155,874,248
|
(2)
|
|
$
|
10.28
|
(3)
|
|
$
|
1,602,387,269.44
|
|
|
$
|
174,82
1
|
|
Warrants
|
|
|
3,150,000
|
(4)
|
|
$
|
1.81
|
(5)
|
|
$
|
5,701,500.00
|
|
|
$
|
623
|
|
Common stock
|
|
|
3,150,000
|
(6)
|
|
$
|
10.28
|
(7)
|
|
$
|
32,382,000.00
|
|
|
$
|
3,533
|
|
Total
|
|
|
162,
174
,
248
|
|
|
|
|
|
|
$
|
1,640,470,769.44
|
|
|
$
|
178,977
|
|
|
|
|||||||||||||||
|
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(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), an indeterminable number of additional securities that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions are also being registered.
|
(2)
|
The number of shares of common stock being registered represents the sum of (a) 134,874,248 shares of common stock issued to certain shareholders in connection with the Merger and (b) 21,000,000 shares of common stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the PIPE Investment (as defined herein).
|
(3)
|
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock of Markforged Holding Corporation on the New York Stock Exchange (“NYSE”) on August 9, 2021 (such date being within five business days of the date that this registration statement was first filed with the SEC) in accordance with Rule 457(c) of the Securities Act.
|
(4)
|
The number of warrants being registered represents 3,150,000 warrants to purchase shares of common stock issued to a shareholder of AONE (the “private placement warrants”).
|
(5)
|
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of Markforged Holding Corporation on NYSE on August 9, 2021 (such date being within five business days of the date that this registration statement was first filed with the SEC) in accordance with Rule 457(c) of the Securities Act.
|
(6)
|
Reflects the shares of common stock that may be issued to certain shareholders upon the exercise of outstanding private placement warrants with each warrant exercisable for one share of common stock, subject to adjustment, for an exercise price of $11.50 per share.
|
(7)
|
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
|
1 | ||||
2 | ||||
2 | ||||
6 | ||||
7 | ||||
14 | ||||
15 | ||||
58 | ||||
59 | ||||
60 | ||||
64 | ||||
72 | ||||
82 | ||||
101 | ||||
109 | ||||
118 | ||||
121 | ||||
127 | ||||
132 | ||||
146 | ||||
150 | ||||
150 | ||||
150 | ||||
F-1 | ||||
II-1 |
• |
“2013 Incentive Plan” are to Markforged’s 2013 Stock Option and Grant Plan, as amended from time to time;
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• |
“2021 Incentive Plan” are to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan;
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• |
“2021 ESPP” are to the Markforged Holding Corporation 2021 Employee Stock Purchase Plan;
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• |
“AONE” are to
one
|
• |
“AONE Class A ordinary shares” are to AONE’s Class A ordinary shares, par value $0.0001 per share;
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• |
“AONE Class B ordinary shares” are to AONE’s Class B ordinary shares, par value $0.0001 per share;
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• |
“AONE Initial Shareholders” are to the Sponsor and Michelle Gill, Lachy Groom, Gautam Gupta, Pierre Lamond, Laura de Petra and Catherine Spear, who collectively own all of the AONE Class B ordinary shares.
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• |
“AONE units” and “units” are to the units of AONE, each unit representing one AONE Class A ordinary share and
one-fourth
of one redeemable warrant to acquire one AONE Class A ordinary share, that were offered and sold by AONE in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);
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• |
“ASC” are to Accounting Standards Codification;
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• |
“Business Combination” are to the Domestication together with the Merger;
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• |
“Cayman Constitutional Documents” are to AONE’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, (the “Existing Memorandum” and the “Existing Articles,” respectively);
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• |
“Closing” are to the closing of the Business Combination;
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• |
“Continental” are to Continental Stock Transfer & Trust Company;
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• |
“COVID-19”
are to the novel coronavirus pandemic;
|
• |
“COVID-19
Measures” are to any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, Governmental Order, Action, directive, guidelines or recommendations promulgated by any Governmental Authority that has jurisdiction over Markforged or its subsidiaries, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or response to
COVID-19,
including the Coronavirus Aid, Relief, and Economic Security Act and the Families First Coronavirus Response Act;
|
• |
“DGCL” are to the General Corporation Law of the State of Delaware, as amended;
|
• |
“Domestication” are to the domestication of Markforged Holding Corporation as a corporation incorporated in the State of Delaware;
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• |
“Employee Transactions” are to share repurchase agreements entered into by Markforged and certain of its stockholders, pursuant to which Markforged will repurchase certain Markforged common stock and/or settle for cash certain Markforged Options;
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• |
“Employee Transactions Value” are to the aggregate dollar amount paid or payable by Markforged pursuant to the Employee Transactions;
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• |
“Equity Value” are to $1,700,000,000 minus the Employee Transactions Value;
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• |
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
|
• |
“Exchange Ratio” are to an amount equal to (a) the Equity Value,
divided by
divided by
|
• |
“founder shares” are to the AONE Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the AONE Class A ordinary shares that will be issued upon the conversion thereof;
|
• |
“GAAP” are to accounting principles generally accepted in the United States of America;
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• |
“initial public offering” are to AONE’s initial public offering that was consummated on August 20, 2020;
|
• |
“IPO registration statement” are to the Registration Statement on Form
S-1
(333-240203)
filed by AONE in connection with its initial public offering, which became effective on August 17, 2020;
|
• |
“IRS” are to the U.S. Internal Revenue Service;
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• |
“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
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• |
“Markforged Awards” are to Markforged Options and Markforged RSUs;
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• |
“Markforged common stock” are to shares of Markforged common stock, par value $0.0001 per share;
|
• |
“Markforged Holding Corporation” are to AONE after the Domestication and its name change from
one
|
• |
“Markforged Holding Common Stock” are to shares of Markforged Holding Corporation common stock, par value $0.0001 per share;
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• |
“Markforged Holding Options” are to options to purchase shares of Markforged Holding Common Stock;
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• |
“Markforged Options” are to an option to purchase shares of Markforged common stock under the 2013 Incentive Plan or otherwise granted to an employee, director, independent contractor or other service provider of Markforged outside of the 2013 Incentive Plan;
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• |
“Markforged Holding RSUs” are to restricted stock units based on shares of Markforged Holding Common Stock;
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• |
“Markforged RSUs” are to restricted stock units based on shares of Markforged common stock;
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• |
“Markforged Share Reserve Amount” are to that number of shares of Markforged common stock available for issuance in respect of Markforged Awards not yet granted under the 2013 Incentive Plan;
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• |
“Markforged Stockholders” are to the stockholders of Markforged and holders of Markforged Awards prior to the Business Combination;
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• |
“Merger” are to the merger of Merger Sub with and into Markforged, with Markforged surviving the merger as a wholly owned subsidiary of Markforged Holding Corporation;
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• |
“Merger Sub” are to Caspian Merger Sub Inc., a Delaware corporation and subsidiary of AONE;
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• |
“NYSE” are to the New York Stock Exchange;
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• |
“ordinary shares” are to the AONE Class A ordinary shares and the AONE Class B ordinary shares, collectively;
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• |
“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;
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• |
“PIPE Investment” are to the purchase of shares of Markforged Holding Common Stock pursuant to the Subscription Agreements;
|
• |
“PIPE Investment Amount” are to the aggregate gross purchase price received by AONE prior to or substantially concurrently with Closing for the shares in the PIPE Investment;
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• |
“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;
|
• |
“Preferred Stock Conversion” are to each share of Markforged preferred stock converting into one share of Markforged common stock;
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• |
“private placement warrants” are to the AONE private placement warrants outstanding as of the date of this prospectus and the warrants of Markforged Holding Corporation issued as a matter of law upon the conversion thereof at the time of the Domestication;
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• |
“pro forma” are to giving pro forma effect to the Business Combination;
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• |
“public shareholders” are to holders of public shares, whether acquired in AONE’s initial public offering or acquired in the secondary market;
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• |
“public shares” are to the AONE Class A ordinary shares (including those that underlie the units) that were offered and sold by AONE in its initial public offering and registered pursuant to the IPO registration statement or the shares of Markforged Holding Common Stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;
|
• |
“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by AONE in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Markforged Holding Corporation issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;
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• |
“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents;
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• |
“Registration Rights Agreement” are to the Registration Rights Agreement to be entered into at Closing, by and among Markforged Holding Corporation, certain former stockholders of Markforged, the Sponsor and certain directors and officers of AONE prior to the Effective Time;
|
• |
“RSU” are to restricted stock units;
|
• |
“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;
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• |
“SEC” are to the United States Securities and Exchange Commission;
|
• |
“Securities Act” are to the Securities Act of 1933, as amended;
|
• |
“Sponsor” are to
A-star,
a Cayman Islands limited liability company;
|
• |
“Sponsor Support Agreement” are to that certain Support Agreement, dated February 23, 2021, by and among the Sponsor, AONE, the AONE Initial Shareholders and Markforged, as amended and modified from time to time, attached hereto as Annex B;
|
• |
“Stockholder Support Agreement” are to that certain Stockholder Support Agreement, entered into on February 23, 2021, by and among Markforged Holding Corporation, the Sponsor and certain shareholders of Markforged, attached hereto as Annex C;
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• |
“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment were consummated;
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• |
“trust account” are to the trust account established at the consummation of AONE’s initial public offering at J.P. Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;
|
• |
“Trust Agreement” are to the Investment Management Trust Agreement, dated August 17, 2020, by and between AONE and Continental Stock Transfer & Trust Company, as trustee; and
|
• |
“warrants” are to the public warrants and the private placement warrants.
|
• |
the effect of uncertainties related to the
COVID-19
pandemic;
|
• |
the expected growth of the additive manufacturing industry;
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• |
our anticipated growth and our ability to achieve and maintain profitability in the future;
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• |
the impact of the regulatory environment and complexities with compliance related to such environment on us;
|
• |
our ability to respond to general economic, political and business conditions;
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• |
our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;
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• |
the success of our marketing efforts and our ability to expand our customer base;
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• |
our ability to develop new products, features and functionality that are competitive and meet market needs;
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• |
our ability to maintain an effective system of internal controls over financial reporting; and our ability to grow and manage growth profitably and retain key employees;
|
• |
our inability to realize the anticipated benefits of the Business Combination;
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• |
the outcome of legal or governmental proceedings that may be instituted against us; and
|
• |
other factors detailed under the section titled “
Risk Factors
|
• |
Continue to Fuel Integrated Platform with Software Solutions.
|
• |
Expand Customer Use Cases and Applications.
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• |
Drive Deeper, More Efficient
Go-To-Market
go-to-market
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||
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year, we formed partnerships with global distributors, such as DesignPoint, Hawk Ridge Systems, LLC, GovSmart, Inc., MLC CAD Systems, LLC, Mark3D UK Limited, Würth Additive Group, Phillips Corporation and others, providing scale and access to hundreds of thousands of potential manufacturing customers across the world.
|
• |
Expand Position as a Trusted Brand.
cost-to-acquire
|
• |
Target Strategic M&A Opportunities.
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• |
Desktop
|
• |
Industrial
best-in-class
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• |
Metal
|
• |
Composite: Onyx
™
, Onxy FR, Onyx
FR-A,
Onyx ESD and Nylon.
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• |
Continuous Fiber: Carbon Fiber, Carbon Fiber FR, Carbon Fiber
FR-A,
Aramid Fiber (Kevlar
®
), HSHT Fiberglass, and Fiberglass.
|
• |
Metal:
17-4
PH Stainless Steel, Copper, Inconel 625, H13 Tool Steel, and A2 and D2 Tool Steel.
|
• |
Advanced part slicing and printing.
|
• |
Integrated cloud part repository.
Easy-to-use
|
• |
Real time enterprise-grade fleet management accessible through premium software subscriptions.
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• |
We have history of net losses and may not be able to achieve profitability for any period in the future or sustain cash flow from operating activities. We have a relatively limited operating history and have experienced rapid growth, which makes evaluating our current business and future prospects difficult and may increase the risk of your investment. Our operating results may fluctuate significantly from
period-to-period.
|
• |
The additive manufacturing industry in which we operate is characterized by rapid technological change, which requires us to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of our products.
|
• |
A pandemic, epidemic, or outbreak of an infectious disease, such as the
COVID-19
pandemic, may materially and adversely affect our business and our financial results and could cause a disruption to the development of our products. The
COVID-19
pandemic caused a material disruption to our business in the second and third quarters of 2020.
|
• |
We face significant competition in our industry. If we are unable to create new products or meet the demands of our customers, our business could be materially adversely affected.
|
• |
We depend on our network of value-added resellers and our business could be materially adversely affected if they do not meet our expectations.
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• |
We depend heavily on third-party suppliers. If they or their facilities become unavailable or inadequate, our business could be adversely affected. We may experience significant delays in the design, production and launch of our additive manufacturing solutions and enhancements to existing products, and we may be unable to successfully commercialize products on our planned timelines.
|
• |
We rely on a limited number of third-party logistics providers for distribution of our products, and their failure to distribute our products effectively would adversely affect our sales.
|
• |
If demand for our products does not grow as expected, or if market adoption of additive manufacturing does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected.
|
• |
Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could result in material expenses, diversion of management time and attention and damage to our reputation.
|
• |
We may be unable to consistently manufacture our products to the necessary specifications or in quantities necessary to meet demand at an acceptable cost or at an acceptable performance level. As manufacturing becomes a larger part of our operations, we will become exposed to accompanying risks and liabilities. We depend on a limited number of third-party contract manufacturers for a substantial portion of all of our manufacturing needs and any delay, disruption or quality control problems in their operations, including due to the
COVID-19
pandemic, could cause harm to our operations, including loss of market share and damage to our brand.
|
• |
We have experienced, and expect to continue to experience, rapid growth and organizational change since inception. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or attract new employees and customers.
|
• |
A real or perceived defect, security vulnerability, error or performance failure in our software or technical problems or disruptions caused by our third-party service providers could cause us to lose revenue, damage our reputation and expose us to liability.
|
• |
Our existing and planned global operations subject us to a variety of risks and uncertainties that could adversely affect our business and operating results. Our business is subject to risks associated with selling machines and other products in
non-United
States locations. Global economic, political and social conditions and uncertainties in the market that we serve may adversely impact our business.
|
• |
A significant portion of our business depends on sales to the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
|
• |
We are, and have been in the recent past, subject to business and intellectual property litigation. We could be subject to personal injury, property damage, product liability, warranty and other claims involving allegedly defective products that we supply. We could face liability if our additive manufacturing solutions are used by our customers to print dangerous objects.
|
• |
If we are unable to adequately protect our proprietary technology or obtain and maintain patent protection for our technology and products or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully commercialize our technology and products may be impaired.
|
• |
We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet its periodic reporting obligations.
|
Issuer
|
Markforged Holding Corporation |
Shares of common stock offered by the Selling Securityholders
|
159,024,248 shares consisting of: |
• |
134,874,248 shares of common stock issued in connection with the Merger to certain of the Selling Securityholders;
|
• |
21,000,000 shares of common stock issued in the PIPE Investment; and
|
• |
3,150,000 shares of common stock issuable upon the exercise of the private placement warrants.
|
Warrants offered by the Selling Securityholders
|
3,150,000 of the private placement warrants. |
Terms of the offering
|
The Selling Securityholders will determine when and how they will dispose of the securities registered under this prospectus for resale. See “
Plan of Distribution
|
Use of proceeds
|
We will not receive any proceeds from the sale of the securities registered under this prospectus by the Selling Securityholders. |
Lock-up
restrictions
|
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable
lock-up
periods.
|
Risk factors
|
See “
Risk Factors
|
NYSE symbols
|
Our common stock and warrants are listed on NYSE under the symbols “MKFG” and “MKFG WS”, respectively. |
• |
the degree of market acceptance of our products;
|
• |
our ability to compete with competitors and new entrants into our markets;
|
• |
changes in our pricing policies or those of our competitors, including our response to price competition;
|
• |
the effectiveness of our securing new orders and fulfilling existing orders;
|
• |
the impact of the
COVID-19
pandemic on our customers, suppliers, manufacturers and operations;
|
• |
the mix of products that we sell during any period;
|
• |
the timing of our sales and deliveries of our products to customers;
|
• |
changes in the amount that we spend to develop and manufacture new products or technologies;
|
• |
timing of expenditures to develop and bring to market new or enhanced products and the generation of revenue from those products;
|
• |
changes in the amounts that we and our value added resellers (“VARs”) spend to promote our products;
|
• |
changes in the cost of satisfying our warranty obligations and servicing our products, including with respect to our obligations related to our “success plan” offerings;
|
• |
litigation-related expenses and/or liabilities;
|
• |
unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses;
|
• |
disruptions to our internal and third-party manufacturing facilities and processes;
|
• |
disruptions to our information technology systems or our third-party contract manufacturers;
|
• |
disruptions to our global supply chain;
|
• |
the geographic distribution of our sales;
|
• |
general economic and industry conditions that affect customer demand; and
|
• |
changes in accounting rules and tax laws.
|
• |
predict future customer demand;
|
• |
develop cost effective new products and technologies that address the increasingly complex needs of prospective customers;
|
• |
enhance our existing products and technologies;
|
• |
respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis;
|
• |
adequately protect our intellectual property as we develop new products and technologies;
|
• |
identify the appropriate technology or product to which to devote our resources; or
|
• |
ensure the availability of cash resources to fund research and development.
|
• |
misalignment between the products and customer needs;
|
• |
length of sales cycles;
|
• |
insufficient product innovation;
|
• |
product quality and performance issues;
|
• |
insufficient resources or qualified personnel to develop the product;
|
• |
failure of the product to perform in accordance with the customer’s expectations and industry standards;
|
• |
inability to procure parts of adequate quality needed to build the product on commercially acceptable terms, or at all;
|
• |
insufficient labor or process stability to build the product to required specifications;
|
• |
ineffective distribution, sales and marketing;
|
• |
delay in obtaining any required regulatory approvals;
|
• |
the impact of the
COVID-19
pandemic on production and demand for our products;
|
• |
unexpected production costs and delays; or
|
• |
release of competitive products.
|
• |
potential shortages of some key components;
|
• |
product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced;
|
• |
discontinuation of a product or certain materials on which we rely;
|
• |
potential insolvency of these vendors; and
|
• |
reduced control over delivery schedules, manufacturing capabilities, quality and costs.
|
• |
If we fail to supply products in accordance with contractual terms, including terms related to time of delivery and performance specifications, we may be required to repair or replace defective products and may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced;
|
• |
Raw materials used in the manufacturing process, labor and other key inputs may become scarce, obsolete and expensive, causing our costs to exceed cost projections and associated revenues;
|
• |
Manufacturing processes typically involve large machinery, fuels and chemicals, any or all of which may lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities;
|
• |
As our manufacturing operations expand, we expect that a significant portion of our manufacturing will be done in regions outside the United States, either by third-party contractors or in a plant owned by the Company. Any manufacturing done in such locations presents risks associated with quality control, currency exchange rates, foreign laws and customs, timing and loss risks associated with international transportation and potential adverse changes in the political, legal and social environment in the host county;
|
• |
We have made, and may be required to make, representations as to our right to supply and/or license intellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations;
|
• |
As our manufacturing operations scale, so will our dependence on skilled labor at both
in-house
and third-party manufacturing facilities. If we are unable to obtain and maintain skilled labor resources, we may unable to meet customer production demands; and
|
• |
With scaling production volume, demand for our products may make up a significant percentage of global volume in select categories or commodities. Such commodities could be subject to large pricing swings due to the global political, legal and social environment and could cause our costs to exceed productions and associated revenues.
|
• |
diversion of management’s attention from existing operations;
|
• |
unanticipated costs or liabilities associated with the acquisition, including risks associated with acquired intellectual property and/or technologies;
|
• |
incurrence of acquisition-related costs, which would be recognized as a current period expense;
|
• |
difficulties in, and the cost of, integrating personnel and cultures, operations, technologies, products and services which may lead to failure to achieve the expected benefits on a timely basis or at all;
|
• |
challenges in achieving strategic objectives, cost savings and other anticipated benefits;
|
• |
inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies;
|
• |
the difficulty of incorporating acquired technology and rights into our products and product portfolio and of maintaining quality and security standards consistent with our brand;
|
• |
ineffective controls, procedures and policies inherited from the acquired company or during the transition and integration;
|
• |
inability to generate sufficient revenue to offset acquisition and/or investment costs;
|
• |
negative impact to our results of operations because of the depreciation of amounts related to acquired intangible assets, fixed assets, and deferred compensation;
|
• |
requirements to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated;
|
• |
the loss of acquired unearned revenue and unbilled unearned revenue;
|
• |
recording goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period;
|
• |
use of substantial portions of our available cash, issuance of dilutive equity or the incurrence of debt to consummate the acquisition;
|
• |
potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers;
|
• |
tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities;
|
• |
the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions; and
|
• |
currency and regulatory risks associated with conducting operations in foreign countries.
|
• |
unexpected increases in manufacturing and repair costs;
|
• |
inability to control the quality and reliability of products;
|
• |
inability to control delivery schedules;
|
• |
potential liability for expenses incurred by third-party contract manufacturers in reliance on our forecasts that later prove to be inaccurate;
|
• |
potential lack of adequate capacity to manufacture all or a part of the products we require;
|
• |
potential labor unrest affecting the ability of the third-party manufacturers to produce our products; and
|
• |
unexpected component or process obsolescence making key components unavailable.
|
• |
difficulties in staffing and managing foreign operations;
|
• |
limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties;
|
• |
potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable;
|
• |
costs and difficulties of customizing products for foreign countries;
|
• |
challenges in providing solutions across a significant distance, in different languages and among different cultures;
|
• |
laws and business practices favoring local competition;
|
• |
being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations, including local labor laws;
|
• |
strict laws and regulations governing privacy and data security, including the European Union’s General Data Protection Regulation;
|
• |
uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union;
|
• |
compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act;
|
• |
tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;
|
• |
operating in countries with a higher incidence of corruption and fraudulent business practices;
|
• |
changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;
|
• |
failure by our VARs or other distribution partners to comply with local laws or regulations, export controls, tariffs and embargoes or other trade restrictions;
|
• |
potential adverse tax consequences arising from global operations;
|
• |
seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally;
|
• |
rapid changes in government, economic and political policies and conditions; and
|
• |
political or civil unrest or instability, terrorism or epidemics and other similar outbreaks or events.
|
• |
changes in fiscal or contracting policies or decrease in available government funding;
|
• |
changes in government programs or applicable requirements;
|
• |
changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding;
|
• |
appeals, disputes or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government;
|
• |
the adoption of new laws or regulations or changes to existing laws or regulations;
|
• |
budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by lapses in appropriations for the federal government or certain of its departments and agencies;
|
• |
influence by, or competition from, third parties with respect to pending, new or existing contracts with government customers;
|
• |
potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the
COVID-19
pandemic; and
|
• |
increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our partners and subcontractors.
|
• |
require that we obtain and maintain material governmental authorizations and approvals to conduct our business as it is currently conducted;
|
• |
require certification and disclosure of cost and pricing data in connection with certain contract negotiations;
|
• |
impose rules that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts;
|
• |
restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data; and
|
• |
impose requirements relating to ethics and business practices, which carry penalties for noncompliance ranging from monetary fines and damages to loss of the ability to do business with the U.S. government as a prime contractor or subcontractor.
|
• |
obtain detailed cost or pricing information;
|
• |
receive “most favored customer” pricing;
|
• |
require us to prioritize orders from our government customers above our other customers’ existing orders, which we may fail to do and, even if we do prioritize such orders, may impact our relationships with our other customers;
|
• |
perform routine audits;
|
• |
impose equal employment and hiring standards;
|
• |
require products to be manufactured in specified countries;
|
• |
restrict
non-U.S.
ownership or investment in our company; and/or
|
• |
pursue administrative, civil or criminal remedies for contractual violations.
|
• |
our operations are disrupted or shut down;
|
• |
our confidential, proprietary information is stolen or disclosed;
|
• |
we incur costs or are required to pay fines in connection with stolen customer, employee or other confidential information; or
|
• |
we must dedicate significant resources to system repairs or increase cyber security protection.
|
• |
be expensive and time consuming to defend;
|
• |
cause us to cease making, licensing or using our platform or products that incorporate the challenged intellectual property;
|
• |
require us to modify, redesign, reengineer or rebrand our platform or products, if feasible;
|
• |
divert management’s attention and resources; or
|
• |
require us to enter into royalty or licensing agreements to obtain the right to use a third-party’s intellectual property.
|
• |
We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses:
|
• |
We did not design and maintain effective controls related to the
period-end
financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures. Additionally, we did not design and maintain controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties.
|
• |
We did not design and maintain effective controls related to the identification of and accounting for certain
non-routine,
unusual or complex transactions, including the proper application of U.S. GAAP of such transactions. Specifically, we did not design and maintain controls to timely identify and account for share repurchase transactions and warrant instruments.
|
• |
We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain (i) program change management controls for financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored, privileges are appropriately granted, and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in any misstatements to the financial statements, however, the deficiencies, when aggregated, could impact our ability to maintain effective segregation of duties, as well as the effectiveness of
IT-dependent
controls (such as automated controls
|
that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
|
• |
Hiring additional accounting and IT personnel, including a new chief financial officer, to bolster our reporting, technical accounting and IT capabilities.
|
• |
Engaging a third party to assist in designing and implementing controls related to
period-end
financial reporting, segregation of duties, and IT general controls.
|
• |
Designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties.
|
• |
Designing and implementing controls to timely identify and account for
non-routine,
unusual or complex transactions and other technical accounting and financial reporting matters, including controls over the preparation and review of accounting memoranda addressing these matters.
|
• |
Designing and implementing formal accounting policies, procedures and controls supporting our
period-end
financial reporting process, including controls over the preparation and review of account reconciliations and journal entries.
|
• |
Designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing.
|
• |
changes in the industries in which we and our customers operate;
|
• |
developments involving our competitors;
|
• |
changes in laws and regulations affecting its business;
|
• |
variations in its operating performance and the performance of its competitors in general;
|
• |
actual or anticipated fluctuations in our quarterly or annual operating results;
|
• |
publication of research reports by securities analysts about us or our competitors or its industry;
|
• |
the public’s reaction to our press releases, its other public announcements and its filings with the SEC;
|
• |
actions by stockholders, including the sale by the PIPE Investors of any of their shares of our common stock;
|
• |
additions and departures of key personnel;
|
• |
commencement of, or involvement in, litigation involving the combined company;
|
• |
changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;
|
• |
the volume of shares of our Common Stock available for public sale; and
|
• |
general economic and political conditions, such as the effects of the
COVID-19
pandemic, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
|
• |
the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
• |
the board of directors are classified into three classes, with only one class being elected each year to serve three-year terms. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual stockholders meetings;
|
• |
the certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
• |
the limitation of the liability of, and the indemnification of, our directors and officers;
|
• |
the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
|
• |
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
• |
AONE’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2021 and the audited consolidated financial statements for the year ended December 31, 2020 (As Restated); and
|
• |
Markforged’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2021 and the audited consolidated financial statements for the year ended December 31, 2020.
|
• |
Markforged has the largest portion of the voting rights in the combined entity.
|
• |
Markforged appoints the majority of the directors.
|
• |
Markforged’s existing senior management team comprises the senior management of the combined company.
|
• |
Markforged will comprise the ongoing operations of the combined company.
|
• |
The post-combination company will assume Markforged’s name.
|
• |
Markforged is the larger entity in terms of relative size.
|
Shares
|
%
|
|||||||
AONE Class A shareholders
|
15,081,333 | 8.1 | % | |||||
Markforged existing shareholders
1,2,& 3
|
143,795,504 | 77.6 | % | |||||
PIPE investors
|
21,000,000 | 11.3 | % | |||||
AONE Class B shareholders
4
|
5,375,000 | 2.9 | % | |||||
|
|
|
|
|||||
Closing shares
|
|
185,251,837
|
|
|
100.0
|
%
|
1
|
Amount excludes 17,015,512 shares, on an
as-converted
basis, that may be issued upon the exercise of outstanding options as well as 1,419,065 outstanding RSUs subject to vesting, as well as 24,065,423 shares reserved for future issuance under the 2021 Plan
|
2
|
Amount excludes 4,700,000 shares reserved for future issuance under the Markforged Holding Corporation 2021 Employee Stock Purchase Plan
|
3
|
Amount excludes 14,666,667 Markforged Earnout shares contingently issuable based upon achieving certain share price thresholds that have not yet been achieved
|
4
|
Amount includes 2,610,000 Sponsor Earnout shares subject to forfeiture
|
As of June 30, 2021
|
Transaction
Accounting Adjustments |
Pro Forma
Condensed Combined |
||||||||||||||||||
AONE
(Historical)
|
Markforged
(Historical)
|
Ref
|
||||||||||||||||||
Assets
|
||||||||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
307 | 33,144 | 215,099 | (A | ) | 316,024 | ||||||||||||||
210,000 | (B | ) | ||||||||||||||||||
(64,217 | ) | (C | ) | |||||||||||||||||
(45,000 | ) | (D | ) | |||||||||||||||||
(33,309 | ) | (E | ) | |||||||||||||||||
Accounts receivable, net
|
— | 17,567 | — | 17,567 | ||||||||||||||||
Inventory
|
— | 7,926 | — | 7,926 | ||||||||||||||||
Prepaid expenses
|
249 | 1,691 | — | 1,940 | ||||||||||||||||
Other current assets
|
— | 814 | — | 814 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets
|
|
556
|
|
61,142
|
|
282,573
|
|
344,271
|
||||||||||||
Property and equipment, net
|
— | 4,480 | — | 4,480 | ||||||||||||||||
Deferred transaction costs
|
— | 4,884 | (4,884 | ) | (E | ) | — | |||||||||||||
Investments held in Trust Account
|
215,099 | — | (215,099 | ) | (A | ) | — | |||||||||||||
Other assets
|
— | 645 | — | 645 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total Assets
|
|
215,655
|
|
71,151
|
|
62,590
|
|
349,396
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities, Convertible Preferred Stock, and Stockholders’ Deficit
|
||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||
Accounts payable
|
5 | 6,340 | (435 | ) | (E | ) | 5,910 | |||||||||||||
Accrued expenses
|
2,716 | 8,432 | (697 | ) | (E | ) | 10,451 | |||||||||||||
Deferred revenue
|
— | 5,192 | — | 5,192 | ||||||||||||||||
Other current liabilities
|
— | 331 | — | 331 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities
|
|
2,721
|
|
20,295
|
|
(1,132
|
)
|
|
21,884
|
|||||||||||
Long term deferred revenue
|
— | 2,820 | — | 2,820 | ||||||||||||||||
Deferred rent
|
— | 1,483 | — | 1,483 | ||||||||||||||||
Deferred underwriting commissions
|
7,525 | — | (7,525 | ) | (E | ) | — | |||||||||||||
Earnout liabilities
|
— | — | 120,420 | (F | ) | 120,420 | ||||||||||||||
Other liabilities
|
— | — | — | — | ||||||||||||||||
Derivative warrant liabilities
|
19,608 | — | (12,363 | ) | (M | ) | 7,245 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities
|
|
29,854
|
|
24,598
|
|
99,400
|
|
153,852
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Commitments and Contingencies
|
||||||||||||||||||||
Class A shares subject to possible redemption $10.00 per share
|
180,801 | — | (116,584 | ) | (H | ) | — | |||||||||||||
(64,217 | ) | (C | ) | |||||||||||||||||
Convertible preferred stock
|
— | 137,952 | (137,952 | ) | (G | ) | — | |||||||||||||
Stockholders’ deficit
|
||||||||||||||||||||
Common stock, $0.00001 par value; 183,300,000 shares authorized at June 30, 2021; 42,537,176 shares issued and outstanding at June 30, 2021
|
— | — | — | — | ||||||||||||||||
Class A Common Stock
|
— | — | — | — | ||||||||||||||||
Class B Common Stock
|
1 | — | (1 | ) | (K | ) | — | |||||||||||||
Markforged Holding Common Stock
|
— | — | 21 | (B | ) | 34 | ||||||||||||||
1 | (H | ) | ||||||||||||||||||
11 | (G | ) | ||||||||||||||||||
— | (J | ) | ||||||||||||||||||
1 | (K | ) | ||||||||||||||||||
Additional
paid-in-capital
|
12,552 | 10,724 | 209,979 | (B | ) | 306,107 | ||||||||||||||
116,583 | (H | ) | ||||||||||||||||||
(45,000 | ) | (D | ) | |||||||||||||||||
(23,629 | ) | (E | ) | |||||||||||||||||
(120,420 | ) | (F | ) | |||||||||||||||||
137,941 | (G | ) | ||||||||||||||||||
(7,553 | ) | (I | ) | |||||||||||||||||
(1,450 | ) | (J | ) | |||||||||||||||||
4,017 | (L | ) | ||||||||||||||||||
12,363 | (M | ) | ||||||||||||||||||
Treasury stock
|
(1,450 | ) | 1,450 | (J | ) | — | ||||||||||||||
Accumulated deficit
|
(7,553 | ) | (100,673 | ) | (5,907 | ) | (E | ) | (110,597 | ) | ||||||||||
7,553 | (I | ) | ||||||||||||||||||
(4,017 | ) | (L | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ deficit
|
|
5,000
|
|
(91,399
|
)
|
|
281,943
|
|
195,544
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities, convertible preferred stock and stockholders’ deficit
|
|
215,655
|
|
71,151
|
|
62,590
|
|
349,396
|
||||||||||||
|
|
|
|
|
|
|
|
For the six months
ended June 30, 2021 |
For the six months
ended June 30, 2021 |
Transaction
Accounting
Adjustments
|
Ref
|
Pro Forma
Condensed
Combined |
||||||||||||||||
AONE
(Historical)
|
Markforged
(Historical)
|
|||||||||||||||||||
Revenue
|
— | 40,539 | — | 40,539 | ||||||||||||||||
Cost of revenue
|
— | 16,435 | 75 | AA | 16,510 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit
|
— | 24,104 | (75 | ) | 24,029 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Operating expense
|
||||||||||||||||||||
Sales and marketing
|
— | 15,312 | 236 | AA | 15,548 | |||||||||||||||
Research and development
|
— | 11,703 | 925 | AA | 12,628 | |||||||||||||||
Administrative expenses—related party
|
60 | — | — | 60 | ||||||||||||||||
General and administrative expenses
|
3,199 | 16,822 | 2,100 | AA | 22,121 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses
|
3,259 | 43,837 | 3,261 | 50,357 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations
|
(3,259 | ) | (19,733 | ) | (3,336 | ) | (26,328 | ) | ||||||||||||
Change in fair value of derivative warrant liabilities
|
(1,705 | ) | — | 1,075 | CC | (630 | ) | |||||||||||||
Offering costs associated with derivative warrant liabilities
|
— | — | — | — | ||||||||||||||||
Net gain from investments held in Trust Account
|
23 | — | (23 | ) | DD | — | ||||||||||||||
Other income (expense)
|
— | (1,368 | ) | — | (1,368 | ) | ||||||||||||||
Interest expense
|
— | (9 | ) | — | (9 | ) | ||||||||||||||
Interest income
|
— | 3 | — | 3 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(4,941 | ) | (21,107 | ) | (2,284 | ) | (28,332 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income tax expense
|
— | 2 | — | 2 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss
|
(4,941 | ) | (21,109 | ) | (2,284 | ) | (28,334 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss attributable to common shareholders
|
(4,941 | ) | (21,109 | ) | (2,284 | ) | (28,334 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average Markforged Holding Common Stock shares outstanding—basic and diluted
|
— | — | 182,641,837 | 182,641,837 | ||||||||||||||||
Net income (loss) per Markforged Holding Common Stock share
|
— | — | — | $ | (0.16 | ) | ||||||||||||||
Weighted average class A ordinary shares outstanding—basic and diluted
|
21,500,000 | — | (21,500,000 | ) | — | |||||||||||||||
Net income (loss) per class A ordinary share—basic and diluted
|
$ | 0.00 | — | — | ||||||||||||||||
Weighted average class B ordinary shares outstanding—basic and diluted
|
5,375,000 | — | (5,375,000 | ) | — | |||||||||||||||
Net loss per class B ordinary share—basic and diluted
|
$ | (0.92 | ) | — | — | — | ||||||||||||||
Weighted average shares outstanding of Markforged common stock—basic and diluted
|
— | 41,638,408 | (41,638,408 | ) | — | |||||||||||||||
Net loss per Markforged common stock—basic and diluted
|
— | $ | (0.51 | ) | — | — |
For the period
from June 24, 2020 to December 31, 2020 |
For the year ended
December 31, 2020 |
Transaction
Accounting
Adjustments
|
Ref
|
Pro Forma
Condensed
Combined |
||||||||||||||||
AONE
(Historical) (As Restated) |
Markforged
(Historical)
|
|||||||||||||||||||
Revenue
|
— | 71,851 | — | 71,851 | ||||||||||||||||
Cost of revenue
|
— | 29,921 | 2,471 | AA | 32,392 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit
|
— | 41,930 | (2,471 | ) | 39,459 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Operating expense
|
||||||||||||||||||||
Sales and marketing
|
— | 22,413 | 2,426 | AA | 24,839 | |||||||||||||||
Research and development
|
— | 17,176 | 2,908 | AA | 20,084 | |||||||||||||||
Administrative expenses—related party
|
40 | — | — | 40 | ||||||||||||||||
General and administrative expenses
|
341 | 20,080 | 2,977 | AA | 25,213 | |||||||||||||||
1,815 | BB | |||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses
|
381 | 59,669 | 10,126 | 70,176 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations
|
(381 | ) | (17,739 | ) | (12,597 | ) | (30,717 | ) | ||||||||||||
Change in fair value of derivative warrant liabilities
|
(1,705 | ) | — | 1,075 | CC | (630 | ) | |||||||||||||
Offering costs associated with derivative warrant liabilities
|
(602 | ) | — | — | (602 | ) | ||||||||||||||
Net gain from investments held in Trust Account
|
76 | — | (76 | ) | DD | — | ||||||||||||||
Other income (expense)
|
— | (184 | ) | — | (184 | ) | ||||||||||||||
Interest expense
|
— | (98 | ) | — | (98 | ) | ||||||||||||||
Interest income
|
— | 147 | — | 147 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(2,612 | ) | (17,874 | ) | (11,598 | ) | (32,084 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income tax expense
|
— | 111 | — | 111 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss
|
(2,612 | ) | (17,985 | ) | (11,598 | ) | (32,195 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Deemed dividend—repurchase of common stock
|
— | (826 | ) | — | (826 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and comprehensive loss attributable to common shareholders
|
(2,612 | ) | (18,811 | ) | (11,598 | ) | (33,021 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average Markforged Holding Common Stock shares outstanding—basic and diluted
|
— | — | 182,641,837 | 182,641,837 | ||||||||||||||||
Net income (loss) per Markforged Holding Common Stock share
|
— | — | — | $ | (0.18 | ) | ||||||||||||||
Weighted average class A ordinary shares outstanding—basic and diluted
|
21,500,000 | — | (21,500,000 | ) | — | |||||||||||||||
Net income (loss) per class A ordinary share—basic and diluted
|
$ | 0.00 | — | — | — | |||||||||||||||
Weighted average class B ordinary shares outstanding—basic and diluted
|
5,265,873 | — | (5,265,873 | ) | — | |||||||||||||||
Net loss per class B ordinary share—basic and diluted
|
$ | (0.51 | ) | — | — | — | ||||||||||||||
Weighted average shares outstanding of Markforged common stock—basic and diluted
|
— | 40,258,968 | (40,258,968 | ) | — | |||||||||||||||
Net loss per Markforged common stock—basic and diluted
|
— | $ | (0.47 | ) | — | — |
• |
AONE’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2021 and the audited consolidated financial statements for the year ended December 31, 2020 (As Restated); and
|
• |
Markforged’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2021 and the audited consolidated financial statements for the year ended December 31, 2020; and
|
• |
Other information relating to AONE and Markforged included in this prospectus.
|
A. |
Reflects the liquidation and reclassification of investments held in the Trust Account that became available upon consummation of the Business Combination.
|
B. |
Reflects proceeds of $210.0 million from the issuance and sale of 21,000,000 shares of Markforged Holding Common Stock with a par value of $0.0001 per share at $10.00 per share in the PIPE Investment pursuant to
|
the Subscription Agreements. Refer to Tickmark E for the treatment of the associated direct and incremental transaction costs. |
C. |
Represents the cash disbursement to redeem 6,418,667 AONE Class A ordinary shares for $64.2 million allocated to Class A ordinary shares and additional
paid-in
capital using par value of $0.0001 per share and at a redemption price of $10.00 per share, using the funds held in the Trust Account as of June 30, 2021.
|
D. |
Represents adjustment for the Employee Transactions, to reflect the share repurchases of 4,725,641 shares by Markforged at per share purchase price of $9.52.
|
E. |
Reflects the settlement of $33.3 million of transaction costs expected to be incurred in connection with the Business Combination. The components of the transaction costs are as follows:
|
Deferred transaction costs paid that expected to reduce additional paid in capital
|
(4,000 | ) | ||
Deferred transaction costs not yet paid and included in accounts payable expected to reduce additional paid in capital
|
(884 | ) | ||
Markforged transaction costs included in accounts payable
|
435 | |||
Markforged transaction costs included in accrued expenses
|
697 | |||
AONE Deferred Underwriting Commissions
|
7,525 | |||
PIPE Fees adjusted against additional paid in capital
|
8,400 | |||
Advisory, legal, and other fees direct and incremental to the transaction expected to be incurred and the reclassification of deferred transaction costs adjusted against additional paid in capital
|
15,229 | |||
Advisory, legal, and other fees incurred and adjusted against accumulated deficit
|
5,907 | |||
|
|
|||
Total Transaction Costs
|
$ | 33,309 |
F. |
Reflects the recognition of a liability at the preliminary estimated fair value of $99.9 million for Earnout Shares and Earnout RSUs and $20.5 million for Sponsor Earnout Shares issued to Markforged existing shareholders and the Sponsor that vest contingent upon the achievement of certain weighted average share price thresholds. The preliminary fair values were determined using the most reliable information available. The actual fair values could change materially once the final valuation is determined at the Closing. Refer to Note 4 for more information.
|
G. |
Reflects the recapitalization of Markforged equity comprised of 113,083,557 Markforged Convertible Preferred Stock into 113,083,557 shares of Markforged, Inc. common stock at a 1:1 conversion, which are then converted to Markforged Holding Common Stock with a par value of $0.0001 per share, at the Exchange Ratio of approximately 0.9522514.
|
H. |
Reflects the conversion of 11.7 million AONE Class A ordinary shares subject to possible redemption to Markforged Holding Corporation Class A Common Stock after giving affect to the redemptions shown in adjustment C.
|
I. |
Reflects the reclassification of AONE’s historical accumulated deficit to additional paid in capital as part of the reverse recapitalization.
|
J. |
Represents conversion of 507,722 Markforged shares held in treasury into Markforged Holding Common Stock.
|
K. |
Represents the reclassification of 5,375,000 shares of AONE Class B ordinary shares into Markforged Holding Common Stock, including 2,610,000 Sponsor Earnout Shares subject to vesting conditions.
|
L. |
Reflects the recognition of $4.0 million of stock compensation expense for Markforged Earnout Shares related to employees with fully vested awards. Stock compensation expense for these awards is recognized immediately upon transaction close because there is no future service condition associated with the new grants. Compensation cost is subject to change as additional analyses are performed and such changes could be material once the final valuation as of the grant date of the new awards are determined. The estimate of the preliminary valuation of the Markforged Earnout Shares is described in Note 4.
|
M. |
Reflects the reclassification of AONE’s derivative warrant liability related to the public warrants as the AONE public warrants are expected to be equity classified upon Closing of the Transaction.
|
AA. |
To recognize stock compensation expense for
one-time
compensation costs associated with Markforged Earnout Shares and ongoing compensation costs associated with Earnout RSUs. Expense related to Markforged Earnout Shares totals $4.0 million and is reflected as an adjustment for the year ended December 31, 2020. Markforged Earnout Shares are granted to employees with fully vested awards that have no future service condition. Expense related to Earnout RSUs totals $3.3 million for the six months ended June 30, 2021 and $6.8 million for the year ended December 31, 2020. Earnout RSUs are granted to employees with unvested equity awards as of the transaction close date and recognized over the requisite service period. The actual compensation expense recorded may differ from this estimate and such difference may be material. The estimate of the preliminary valuation of the Markforged Earnout Shares and Earnout RSUs is described in Note 4.
|
BB. |
Reflects the settlement of estimated transaction costs for advisory, legal and other fees expected to be incurred and adjusted against general and administrative expenses.
|
CC. |
To eliminate the loss related to AONE’s change in fair value of derivative warrant liability related to the public warrants as the AONE public warrants are expected to qualify for equity classification upon the Closing of the transaction.
|
DD. |
To eliminate net gain from investments held in Trust Account of $0.02 million for the six months ended June 30, 2021 and $0.08 million for the year ended December 31, 2020. Investments held in Trust Account were released upon Closing of the Business Combination.
|
(in thousands, except share and per share data)
|
Six Months
Ended June 30, 2021 |
Year Ended
December 31, 2020 |
||||||
Pro forma net loss attributable to common stockholders
|
$ | (28,334 | ) | $ | (33,021 | ) | ||
Weighted average shares outstanding—basic and diluted
|
182,641,837 | 182,641,837 | ||||||
Net loss per share—basic and diluted
|
$ | (0.16 | ) | $ | (0.18 | ) | ||
Weighted average share outstanding—basic and diluted
|
||||||||
SPAC Public Shareholders
|
15,081,333 | 15,081,333 | ||||||
SPAC Sponsor
|
2,765,000 | 2,765,000 | ||||||
Markforged
|
143,795,504 | 143,795,504 | ||||||
PIPE shareholders
|
21,000,000 | 21,000,000 | ||||||
|
|
|
|
|||||
Pro forma weighted average shares outstanding—basic and diluted
|
182,641,837 | 182,641,837 | ||||||
|
|
|
|
Six Months
Ended June 30, 2021 |
Year Ended
December 31, 2020 |
|||||||
Outstanding Incentive Plan Awards
|
18,434,577 | 18,434,577 | ||||||
Sponsor warrants
|
3,150,000 | 3,150,000 | ||||||
Public warrants
|
5,374,984 | 5,374,984 | ||||||
|
|
|
|
|||||
Total potentially dilutive common share equivalents
|
26,959,561 | 26,959,561 | ||||||
|
|
|
|
• |
Continue to Fuel Integrated Platform with Software Solutions.
|
• |
Expand Customer Use Cases and Applications.
|
• |
Drive Deeper, More Efficient
Go-To-Market
go-to-market
|
• |
Expand Position as a Trusted Brand.
cost-to-acquire
|
• |
Target Strategic M&A Opportunities.
|
• |
Markforged delivers accessible, industrial-strength parts.
|
• |
Markforged offers customers a clear and tangible ROI.
|
significant cost and time savings, relative to conventional manufacturing, which in turn drives purchases of incremental printers and further development of new applications. For example, one global consumer products customer that purchased its first printer in 2019 realized 45 times cost savings on a key application tool for its automated assembly line. Since the initial purchase, that customer has purchased more than 30 printers primarily focused on this application.
|
• |
Markforged’s integrated, modern software platform drives faster innovation.
AI-learning
algorithms that in turn guides the future development of our 3D printers with each part printed.
|
• |
Visionary and experienced management team. Our leadership team is passionate about the future of manufacturing. Shai Terem, our President and Chief Executive Officer, has extensive operational experience in additive manufacturing and digital printing. Our
co-founder
and CTO, David Benhaim, is an expert in software and robotics and has led the design of our cloud-based platform to connect hardware. Our CFO, Mark Schwartz, has spent much of his career delivering complex contract manufacturing services to hardware OEMs.
Our SVP of Sales, Ken Clayton, has spent his career partnering with hardware resellers to provide CAD solutions.
go-to-market
|
• |
Desktop
|
• |
Industrial
best-in-class
|
• |
Metal
|
• |
Composite: Onyx
™
, Onxy FR, Onyx
FR-A,
Onyx ESD and Nylon.
|
• |
Continuous Fiber: Carbon Fiber, Carbon Fiber FR, Carbon Fiber
FR-A,
Aramid Fiber (Kevlar
®
), HSHT Fiberglass, and Fiberglass.
|
• |
Metal:
17-4
PH Stainless Steel, Copper, Inconel 625, H13 Tool Steel, and A2 and D2 Tool Steel.
|
• |
Advanced part slicing and printing.
|
• |
Integrated cloud part repository.
Easy-to-use
|
• |
Real time enterprise-grade fleet management accessible through premium software subscriptions.
|
• |
cloud-based,
AI-learning
software platform;
|
• |
proprietary CFR process;
|
• |
highly accessible metal printing;
|
• |
robust intellectual property;
|
• |
proven customer adoption in mission critical applications;
|
• |
ease of deployment, implementation and use;
|
• |
platform scalability; and
|
• |
security and reliability.
|
• |
Market conditions and competition that may impact our pricing;
|
• |
Product mix changes between our printer product lines and consumables trends;
|
• |
The impact of
COVID-19
on the cost to both procure materials and ship materials and finished goods;
|
• |
Growth in the number of customers utilizing our additive manufacturing products and changes in customer utilization rates, which affects sales of our consumable materials and may result in excess or obsolete inventories;
|
• |
Our cost structure for manufacturing operations, including the extent to which we utilize contract manufacturers compared to
in-house
manufacturing, the ability to achieve economies of scale in our purchase volumes, and any impacts to changes in our manufacturing on our product warranty obligations; and
|
• |
Our ability to directly monetize the capabilities of our software solutions in the future.
|
Three Months Ended
June 30, |
||||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Revenue
|
$ | 20,419 | $ | 14,174 | $ | 6,245 | 44 | % | ||||||||
Cost of revenue
|
8,496 | 6,720 | 1,776 | 26 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit
|
11,923 | 7,454 | 4,469 | 60 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating expense
|
||||||||||||||||
Sales and marketing
|
8,255 | 5,296 | 2,959 | 56 | % | |||||||||||
Research and development
|
6,444 | 4,206 | 2,238 | 53 | % | |||||||||||
General and administrative
|
7,959 | 3,623 | 4,336 | 120 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expense
|
22,658 | 13,125 | 9,533 | 73 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Loss from operations
|
(10,735 | ) | (5,671 | ) | (5,064 | ) | 89 | % | ||||||||
|
|
|
|
|
|
|||||||||||
Other (expense) income, net
|
(345 | ) | 10 | (355 | ) | (3,550 | )% | |||||||||
Interest expense
|
(5 | ) | (20 | ) | 15 | (75 | )% | |||||||||
Interest income
|
1 | 21 | (20 | ) | (95 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Loss before income taxes
|
(11,084 | ) | (5,660 | ) | (5,424 | ) | 96 | % | ||||||||
|
|
|
|
|
|
|||||||||||
Income tax expense
|
6 | 29 | (23 | ) | (79 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Net loss and comprehensive loss
|
$ | (11,090 | ) | $ | (5,689 | ) | $ | (5,401 | ) | 95 | % | |||||
|
|
|
|
|
|
Three Months Ended
June 30, |
||||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Revenue
|
$ | 20,419 | $ | 14,174 | $ | 6,245 | 44 | % | ||||||||
Cost of revenue
|
8,496 | 6,720 | 1,776 | 26 | % | |||||||||||
Gross profit
|
11,923 | 7,454 | 4,469 | 60 | % | |||||||||||
Gross margin
|
58 | % | 53 | % | — | 11 | % |
For the Three Months
Ended June 30, |
||||||||||||||||
(in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Hardware
|
$ | 14,331 | $ | 9,919 | $ | 4,412 | 44 | % | ||||||||
Consumables
|
4,780 | 3,429 | 1,351 | 39 | % | |||||||||||
Services
|
1,308 | 826 | 482 | 58 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total Revenue
|
$ | 20,419 | $ | 14,174 | $ | 6,245 | 44 | % | ||||||||
|
|
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||||
2021
|
2020
|
Change
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
%
Revenue |
Amount
|
%
Revenue |
$
|
%
|
||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Sales and marketing
|
$ | 8,255 | 40 | % | $ | 5,296 | 37 | % | $ | 2,959 | 56 | % | ||||||||||||
Research and development
|
6,444 | 32 | % | 4,206 | 30 | % | 2,238 | 53 | % | |||||||||||||||
General and administrative
|
7,959 | 39 | % | 3,623 | 26 | % | 4,336 | 120 | % | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total operating expenses
|
$ | 22,658 | 111 | % | $ | 13,125 | 93 | % | $ | 9,533 | 73 | % | ||||||||||||
|
|
|
|
|
|
Three Months Ended
June 30, |
||||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Other (expense) income, net
|
$ | (345 | ) | $ | 10 | $ | (355 | ) | (3,550 | )% | ||||||
Interest expense
|
(5 | ) | (20 | ) | 15 | (75 | )% | |||||||||
Interest income
|
1 | 21 | (20 | ) | (95 | )% |
Six Months Ended June 30,
|
||||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Revenue
|
$ | 40,539 | $ | 31,875 | $ | 8,664 | 27 | % | ||||||||
Cost of revenue
|
16,435 | 14,997 | 1,438 | 10 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit
|
24,104 | 16,878 | 7,226 | 43 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating expense
|
||||||||||||||||
Sales and marketing
|
15,312 | 11,761 | 3,551 | 30 | % | |||||||||||
Research and development
|
11,703 | 8,852 | 2,851 | 32 | % | |||||||||||
General and administrative
|
16,822 | 7,250 | 9,572 | 132 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expense
|
43,837 | 27,863 | 15,974 | 57 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Loss from operations
|
(19,733 | ) | (10,985 | ) | (8,748 | ) | 80 | % | ||||||||
|
|
|
|
|
|
|||||||||||
Other (expense) income, net
|
(1,368 | ) | 23 | (1,391 | ) | (6,048 | )% | |||||||||
Interest expense
|
(9 | ) | (29 | ) | 20 | (69 | )% | |||||||||
Interest income
|
3 | 144 | (141 | ) | (98 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Loss before income taxes
|
(21,107 | ) | (10,847 | ) | (10,260 | ) | 95 | % | ||||||||
|
|
|
|
|
|
|||||||||||
Income tax expense
|
2 | 87 | (85 | ) | (98 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Net loss and comprehensive loss
|
$ | (21,109 | ) | $ | (10,934 | ) | $ | (10,175 | ) | 93 | % | |||||
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Revenue
|
$ | 40,539 | $ | 31,875 | $ | 8,664 | 27 | % | ||||||||
Cost of revenue
|
16,435 | 14,997 | 1,438 | 10 | % | |||||||||||
Gross profit
|
24,104 | 16,878 | 7,226 | 43 | % | |||||||||||
Gross margin
|
59 | % | 53 | % | — | 12 | % |
Six Months Ended
June 30, |
||||||||||||||||
(in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Hardware
|
$ | 28,569 | $ | 22,473 | $ | 6,096 | 27 | % | ||||||||
Consumables
|
9,397 | 7,582 | 1,815 | 24 | % | |||||||||||
Services
|
2,573 | 1,820 | 753 | 41 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total Revenue
|
$ | 40,539 | $ | 31,875 | $ | 8,664 | 27 | % | ||||||||
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
2021
|
2020
|
Change
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
%
Revenue |
Amount
|
%
Revenue |
$
|
%
|
||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Sales and marketing
|
$ | 15,312 | 38 | % | $ | 11,761 | 37 | % | $ | 3,551 | 30 | % | ||||||||||||
Research and development
|
11,703 | 29 | % | 8,852 | 28 | % | 2,851 | 32 | % | |||||||||||||||
General and administrative
|
16,822 | 41 | % | 7,250 | 23 | % | 9,572 | 132 | % | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total operating expenses
|
$ | 43,837 | 108 | % | $ | 27,863 | 87 | % | $ | 15,974 | 57 | % | ||||||||||||
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$ Change
|
% Change
|
||||||||||||
Other (expense) income, net
|
$ | (1,368 | ) | $ | 23 | $ | (1,391 | ) | (6,048 | )% | ||||||
Interest expense
|
(9 | ) | (29 | ) | 20 | (69 | )% | |||||||||
Interest income
|
3 | 144 | (141 | ) | (98 | )% |
Year Ended
December 31, |
||||||||||||||||
(dollars in thousands)
|
2020
|
2019
|
$ Change
|
% Change
|
||||||||||||
Revenue
|
$ | 71,851 | $ | 72,549 | $ | (698 | ) | (1 | )% | |||||||
Cost of revenue
|
29,921 | 36,321 | (6,400 | ) | (18 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit
|
41,930 | 36,228 | 5,702 | 16 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating expenses
|
||||||||||||||||
Sales and marketing
|
22,413 | 31,018 | (8,605 | ) | (28 | )% | ||||||||||
Research and development
|
17,176 | 20,270 | (3,094 | ) | (15 | )% | ||||||||||
General and administrative
|
20,080 | 15,683 | 4,397 | 28 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses
|
59,669 | 66,971 | (7,302 | ) | (11 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Loss from operations
|
(17,739 | ) | (30,743 | ) | 13,004 | (42 | )% | |||||||||
|
|
|
|
|
|
|||||||||||
Other expense
|
(184 | ) | (121 | ) | (63 | ) | 52 | % | ||||||||
Interest expense
|
(98 | ) | (49 | ) | (49 | ) | 100 | % | ||||||||
Interest income
|
147 | 1,053 | (906 | ) | (86 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Loss before income taxes
|
(17,874 | ) | (29,860 | ) | 11,986 | (40 | )% | |||||||||
|
|
|
|
|
|
|||||||||||
Income tax expense
|
111 | 15 | 96 | 640 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Net loss and comprehensive loss
|
$ | (17,985 | ) | $ | (29,875 | ) | $ | 11,890 | (40 | )% | ||||||
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||||||||
(dollars in thousands)
|
2020
|
2019
|
$ Change
|
% Change
|
||||||||||||
Revenue
|
$ | 71,851 | $ | 72,549 | $ | (698 | ) | (1 | )% | |||||||
Cost of revenue
|
29,921 | 36,321 | (6,400 | ) | (18 | )% | ||||||||||
Gross profit
|
41,930 | 36,228 | 5,702 | 16 | % | |||||||||||
Gross margin
|
58 | % | 50 | % | — | 17 | % |
Year Ended
December 31, |
||||||||||||||||
(in thousands)
|
2020
|
2019
|
$ Change
|
% Change
|
||||||||||||
Hardware
|
$ | 52,119 | $ | 57,285 | $ | (5,166 | ) | (9 | )% | |||||||
Consumables
|
15,498 | 12,584 | 2,914 | 23 | % | |||||||||||
Services
|
4,234 | 2,680 | 1,554 | 58 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue
|
$ | 71,851 | $ | 72,549 | $ | (698 | ) | (1 | )% | |||||||
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
2020
|
2019
|
Change
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
%
Revenue |
Amount
|
%
Revenue |
$
|
%
|
||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Sales and marketing
|
$ | 22,413 | 31 | % | $ | 31,018 | 43 | % | $ | (8,605 | ) | (28 | )% | |||||||||||
Research and development
|
17,176 | 24 | % | 20,270 | 28 | % | (3,094 | ) | (15 | )% | ||||||||||||||
General and administrative
|
20,080 | 28 | % | 15,683 | 22 | % | 4,397 | 28 | % | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total operating expenses
|
$ | 59,669 | 83 | % | $ | 66,971 | 92 | % | $ | (7,302 | ) | (11 | )% | |||||||||||
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||||||||
(dollars in thousands)
|
2020
|
2019
|
$ Change
|
% Change
|
||||||||||||
Other expense
|
$ | (184 | ) | $ | (121 | ) | $ | (63 | ) | 52 | % | |||||
Interest expense
|
(98 | ) | (49 | ) | (49 | ) | 100 | % | ||||||||
Interest income
|
147 | 1,053 | (906 | ) | (86 | )% |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
Net loss and comprehensive loss
|
$ | (11,090 | ) | $ | (5,689 | ) | $ | (21,109 | ) | $ | (10,934 | ) | ||||
Interest income
|
(1 | ) | (21 | ) | (3 | ) | (144 | ) | ||||||||
Interest expense
|
5 | 20 | 9 | 29 | ||||||||||||
Income tax expense
|
6 | 29 | 2 | 87 | ||||||||||||
Depreciation and amortization
|
411 | 456 | 841 | 907 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBITDA
|
$ | (10,669 | ) | $ | (5,205 | ) | $ | (20,260 | ) | $ | (10,055 | ) | ||||
Stock compensation expense
|
1,777 | 503 | 2,971 | 1,007 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA
|
$ | (8,892 | ) | $ | (4,702 | ) | $ | (17,289 | ) | $ | (9,048 | ) | ||||
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||
{dollars in thousands)
|
2020
|
2019
|
||||||
Net loss and comprehensive loss
|
$ | (17,985 | ) | $ | (29,875 | ) | ||
Interest income
|
(147 | ) | (1,053 | ) | ||||
Interest expense
|
98 | 49 | ||||||
Income tax (benefit) expense
|
111 | 15 | ||||||
Depreciation and amortization
|
1,795 | 1,395 | ||||||
|
|
|
|
|||||
EBITDA
|
$ | 16,128 | ) | $ | (29,505 | ) | ||
Stock compensation expense
|
2,569 | 858 | ||||||
|
|
|
|
|||||
Adjusted EBITDA
|
$ | (13,559 | ) | $ | (28,647 | ) | ||
|
|
|
|
Six Months Ended
June 30, |
Change
|
|||||||||||||||
(dollars in thousands)
|
2021
|
2020
|
$
|
%
|
||||||||||||
Net cash used in operating activities
|
$ | (16,384 | ) | $ | (5,094 | ) | $ | (11,290 | ) | 222 | % | |||||
Net cash used in investing activities
|
(1,039 | ) | (243 | ) | (796 | ) | 328 | % | ||||||||
Net cash (used in) provided by financing activities
|
(8,148 | ) | 6,026 | (14,174 | ) | (235 | )% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net change in cash and cash equivalents
|
$ | (25,571 | ) | $ | 689 | $ | (26,260 | ) | (3,811 | )% | ||||||
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Change
|
|||||||||||||||
(dollars in thousands)
|
2020
|
2019
|
$
|
%
|
||||||||||||
Net cash used in operating activities
|
$ | (6,459 | ) | $ | (30,667 | ) | $ | 24,208 | 79 | % | ||||||
Net cash used in investing activities
|
(522 | ) | (4,632 | ) | 4,110 | 89 | % | |||||||||
Net cash provided by financing activities
|
5,928 | 81,185 | (75,257 | ) | (93 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net change in cash and cash equivalents
|
$ | (1,053 | ) | $ | 45,886 | $ | (46,939 | ) | (102 | )% | ||||||
|
|
|
|
|
|
|
|
• |
contemporaneous third-party valuations of our common stock;
|
• |
external market conditions affecting our industry and trends within the industry;
|
• |
the rights, preferences and privileges of our convertible preferred stock relative to those of our common stock;
|
• |
our financial condition and operating results, including liquidity and capital resources;
|
• |
the likelihood of achieving a liquidity event, such as an initial public offering or a sale given prevailing market conditions;
|
• |
the history and nature of our business, industry trends and competitive environment;
|
• |
the lack of marketability of our common stock; and
|
• |
equity market conditions affecting comparable public companies.
|
Name
|
Age
|
Position
|
||||
Executive Officers
|
||||||
Shai Terem
|
43 |
Director, President and Chief Executive Officer
|
||||
David Benhaim
|
30 |
Chief Technology Officer
|
||||
Mark Schwartz
|
54 |
Chief Financial Officer
|
||||
Stephen Karp
|
46 |
General Counsel
|
||||
Significant Employees
|
||||||
Ken Clayton
|
62 |
Senior Vice President of Sales
|
||||
Matt Gannon
|
34 |
Vice President of Operations
|
||||
Dorit Liberman
|
51 |
Chief Human Resources Officer
|
||||
Assaf Zipori
|
47 |
Vice President, Corporate Development and Strategy
|
||||
John Howard
|
61 |
Vice President, Engineering
|
||||
Directors
|
||||||
Edward Anderson*(1)(2)
|
71 |
Director
|
||||
Kevin E. Hartz*(2)
|
51 |
Director
|
||||
Gregory Mark
|
39 |
Director
|
||||
Michael Medici*(1)(3)
|
42 |
Director
|
||||
Paul Milbury*(1)
|
72 |
Director
|
||||
Antonio Rodriguez*(3)
|
46 |
Director
|
||||
Carol Meyers*(2)
|
60 |
Director
|
||||
Alan Masarek*(3)
|
60 |
Chairman
|
* |
Indicates
non-employee
director.
|
(1) |
Audit Committee Member.
|
(2) |
Compensation Committee Member.
|
(3) |
Nominating and Corporate Governance Committee Member.
|
• |
the Class I directors are Antonio Rodriguez, Edward Anderson and Michael Medici, and their terms will expire at the annual meeting of stockholders to be held in 2022;
|
• |
the Class II directors are Shai Terem, Gregory Mark and Paul Milbury, and their terms will expire at the annual meeting of stockholders to be held in 2023; and
|
• |
the Class III directors are Kevin Hartz, Carol Meyers, and Alan Masarek and their terms will expire at the annual meeting of stockholders to be held in 2024.
|
• |
Shai Terem, our President and Chief Executive Officer;
|
• |
Gregory Mark, our Chairman and Former Chief Executive Officer
|
• |
David Benhaim, our Chief Technology Officer; and
|
• |
Assaf Zipori, our Vice President, Corporate Development and Strategy and, through December 31, 2020, our Acting Chief Financial Officer.
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($)
(1)
|
Option
Awards ($)
(2)
|
Non-Equity
Incentive Plan Compensation ($)
(3)
|
All Other
Compensation ($) |
Total($)
|
|||||||||||||||||||||
Shai Terem
|
2020 | 500,000 | 200,000 | 3,128,473 | 219,294 | 97,194 |
(4)
|
4,144,961 | ||||||||||||||||||||
President and Chief Executive Officer
|
||||||||||||||||||||||||||||
Gregory Mark
|
2020 | 338,636 | — | 445,813 | 39,000 | 705,528 |
(6)
|
1,528,977 | ||||||||||||||||||||
Chairman and Former Chief Executive Officer
(5)
|
||||||||||||||||||||||||||||
David Benhaim
|
2020 | 320,454 | — | 2,844,293 | 20,600 | — | 3,185,347 | |||||||||||||||||||||
Chief Technology Officer
|
||||||||||||||||||||||||||||
Assaf Zipori
|
2020 | 275,000 | 75,000 | 179,962 | 1,000 | — | 530,962 | |||||||||||||||||||||
Vice President, Corporate Development and Strategy and, through December
31, 2020, our Acting Chief Financial Officer
(7)
|
(1) |
Includes a $200,000
one-time
relocation bonus for Mr. Terem and a $75,000 discretionary bonus for Mr. Zipori.
|
(2) |
The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during fiscal year 2020, calculated in accordance with Financial Accounting
|
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock. |
(3) |
The amounts represent actual bonuses earned as of December 31, 2020, upon the attainment of one or more
pre-established
company and individual performance goals established by our board of directors on an annual basis by Mr. Terem, Mr. Zipori, Mr. Benhaim and Mr. Mark. Mr. Zipori was entitled to a discretionary bonus of $75,000 from January to October 2020 (which is reported in the “Bonus” column), and any annual bonus related to work performed in 2020 was prorated based on the applicable
pre-established
company and individual performance goals in effect during 2020. For Mr. Terem, such amounts also include a quarterly payment of a special milestone bonus. The amounts were paid in 2021.
|
(4) |
The amount represents $97,194 in moving expenses.
|
(5) |
Mr. Mark stepped down as Chief Executive Officer in October 2020 and transitioned to Chairman.
|
(6) |
We repurchased 263,031 shares of our common stock from Mr. Mark in October 2020. The amount reported represents the excess of the
per-share
purchase price over the fair market value of our common stock at the time of the transaction.
|
(7) |
During the year ended December 31, 2020, Mr. Zipori held the title of Acting Chief Financial Officer.
|
Option Awards
(1)
|
||||||||||||||||||||
Name
|
Vesting
Commencement Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
Option Exercise
Price ($) |
Option
Expiration Date |
|||||||||||||||
Shai Terem
|
11/13/2019 | 1,140,845 | 3,071,509 | $ | 2.00 | 11/12/2029 | ||||||||||||||
10/22/2020 | — | 2,961,167 | $ | 2.07 | 10/21/2030 | |||||||||||||||
Gregory Mark
|
10/22/2020 | — | 421,972 | $ | 2.07 | 10/21/2030 | ||||||||||||||
David Benhaim
|
6/22/2014 |
(2)
|
183,270 | — | $ | 0.06 | 6/17/2024 | |||||||||||||
3/17/2015 |
(2)
|
378,000 | — | $ | 0.06 | 3/16/2025 | ||||||||||||||
4/27/2016 |
(2)
|
158,666 | 11,334 | $ | 0.14 | 4/26/2026 | ||||||||||||||
6/21/2017 |
(2)
|
77,805 | 33,346 | $ | 0.20 | 6/20/2027 | ||||||||||||||
2/9/2019 | 130,375 | 154,081 | $ | 0.84 | 2/8/2029 | |||||||||||||||
10/22/2020 |
(3)
|
112,525 | 2,588,095 | $ | 2.07 | 10/21/2030 | ||||||||||||||
Assaf Zipori
|
11/12/2019 | 184,166 | 495,834 | $ | 2.00 | 11/11/2029 | ||||||||||||||
10/30/2020 | — | 170,000 | $ | 2.07 | 10/29/2030 |
(1) |
Each of the stock options in the table above was granted pursuant to our Amended and Restated 2013 Stock Option and Grant Plan (the “2013 Plan”), and is exercisable for shares of our common stock. Except as otherwise set forth below, each stock option vests over four years, with 25% of the shares subject to each option vesting 12 months after the vesting commencement date, and 1/48 of the shares subject to the option vesting on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to the NEO’s continuous service. To the extent that the stock options are assumed and continued in connection with a “sale event,” the stock options will fully accelerate upon the executive’s termination without “cause” or resignation for “good reason” if such termination or resignation occurs within the 12 month period following such sale event.
|
(2) |
This stock option vests over five years, with 20% of the shares subject to each option vesting 12 months after the vesting commencement date, and 1/60 of the shares subject to the option vesting on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to the NEO’s continuous service.
|
(3) |
This stock option vests over four years, with 1/48 of the shares subject to the option vesting on each monthly anniversary of the vesting commencement date, in each case, subject to the NEO’s continuous service.
|
Name
|
Option
Awards ($)
(1)
|
Total ($)
|
||||||
Antonio Rodriguez, Edward T. Anderson, Michael Medici, Lak Ananth, Gus Tai
|
— | — | ||||||
Paul Milbury
(2)
|
351,932 | 351,932 |
(1) |
The amounts reported represent the aggregate grant date fair value of the stock options awarded to the directors during fiscal year 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock.
|
(2) |
Mr. Milbury received an option to purchase 332,670 shares that vests in 16 quarterly installments through October 2024. This option will fully accelerate if Mr. Milbury continues to serve as a director through the consummation of a “sale event” (as such term is defined in the 2013 Plan).
|
Position
|
Annual
Retainer |
|||
Board of Directors:
|
||||
Members
|
$ | 50,000 | ||
Audit Committee:
|
||||
Members (other than chair)
|
$ | 10,000 | ||
Retainer for chair
|
$ | 20,000 | ||
Compensation Committee:
|
||||
Members (other than chair)
|
$ | 7,500 | ||
Retainer for chair
|
$ | 15,000 | ||
Nominating and Corporate Governance:
|
||||
Members (other than chair)
|
$ | 4,000 | ||
Retainer for chair
|
$ | 8,000 |
• |
each person who is known to be the beneficial owner of more than 5% of our voting shares;
|
• |
each of our named executive officers and directors; and
|
• |
all of our executive officers and directors as a group.
|
Name and Address of Beneficial Owner
(1)
|
Number of
Shares |
% of
Ownership |
||||||
5% Holders
|
||||||||
Entities affiliated with Matrix Ventures
(2)
|
29,920,109 | 16.2 | % | |||||
North Bridge Venture Partners 7, L.P.
(3)
|
29,126,742 | 15.7 | % | |||||
Entities affiliated with Trinity Ventures
(4)
|
17,258,748 | 9.3 | % | |||||
Entities associated with Summit Partners
(5)
|
14,527,328 | 7.8 | % | |||||
Gregory Thomas Mark
(6)
|
23,306,793 | 12.6 | % | |||||
Directors and Named Executive Officers
|
||||||||
Kevin Hartz
(7)
|
8,370,000 | 4.4 | % | |||||
Shai Terem
(8)
|
1,674,908 | * | ||||||
Antonio Rodriguez
(10)
|
29,920,109 | 16.2 | % | |||||
Edward T. Anderson
(11)
|
29,126,742 | 15.7 | % | |||||
Michael Medici
(12)
|
14,527,328 | 7.8 | % | |||||
Paul Milbury
(13)
|
330,644 | * | ||||||
Gregory Thomas Mark
(14)
|
23,306,793 | 12.6 | % | |||||
Assaf Zipori
(15)
|
296,784 | * | ||||||
Carol Meyers
|
— | — | % | |||||
Alan Masarek
|
— | — | % | |||||
All directors and executive officers as a group (12 individuals)
|
105,138,577 | 55.9 | % |
* |
Indicated less than 1%
|
(1) |
Unless otherwise noticed, the business address of each of those listed in the table above is 480 Pleasant Street, Watertown, MA 02472.
|
(2) |
Consists of 28,495,912 shares held by Matrix IX in Markforged Holding Corporation and 1,424,197 shares held by Weston IX in Markforged Holding Corporation. Antonio Rodriguez is a partner at Matrix Partners and a member of the board of directors post-closing of the Merger. Mr. Rodriguez is a managing member of Matrix IX Management Co., L.L.C. and as such has sole voting and dispositive power with respect to the Matrix IX and Weston IX shares. Mr. Rodriguez disclaims beneficial ownership of the Matrix IX and Weston IX shares, except to the extent of his pecuniary interest therein. The principal mailing address for each of Mr. Rodriguez, Matrix IX, and Weston IX is 101 Main Street, 17th Floor, Cambridge, MA 02142.
|
(3) |
Consists of 29,126,742 shares held by NBVP 7 in Markforged Holding Corporation. North Bridge Venture Management 7, L.P. (“NBVM 7”) is the sole general partner of NBVP 7. NBVM GP, LLC (“NBVM GP”) is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the board of directors
|
post-closing of the Merger, and Richard A. D’Amore are the managers of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP 7. The principal address for North Bridge Venture Partners and the Managers is 60 William Street, Suite 350, Wellesley, MA 02481. |
(4) |
Consists of 16,853,513 shares held by Trinity Ventures XI, L.P. in Markforged Holding Corporation, 270,617 shares held by Trinity XI Entrepreneurs’ Fund, L.P. in Markforged Holding Corporation and 134,618 shares held by Trinity XI
Side-By-Side
|
(5) |
Consists of 8,886,205 shares held by Summit Partners Growth Equity Fund
IX-A,
L.P. in Markforged Holding Corporation, 5,548,423 shares held by Summit Partners Growth Equity Fund
IX-B,
L.P. in Markforged Holding Corporation, 82,285 shares held by Summit Investors GE IX/VC IV, LLC in Markforged Holding Corporation, and 10,415 shares held by Summit Investors GE IX/VC IV (UK), L.P. in Markforged Holding Corporation. Summit Master Company, LLC is (i) the general partner of Summit Partners, L.P., which is the managing member of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, L.P., which is the general partner of Summit Partners Growth Equity Fund
IX-A,
L.P. and Summit Partners Growth Equity Fund
IX-B,
L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the general partner of Summit Investors GE IX/VC IV (UK), L.P. and the manager of Summit Investors GE IX/VC, LLC. Summit Master Company, LLC, as the general partner of Summit Partners, L.P. and as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power of the shares held directly by Summit Partners Growth Equity Fund
IX-A,
L.P., Summit Partners Growth Equity Fund
IX-B,
L.P., Summit Investors GE IX/VC IV (UK), L.P., and Summit Investors GE IX/VC IV, LLC, to Summit Partners, L.P. and its three-person investment committee responsible for investment decisions with respect to the Company’s securities, currently composed of Peter Chung, Scott Collins and Len Ferrington, who act by a majority vote. Accordingly, Mr. Chung, Mr. Collins and Mr. Ferrington disclaim beneficial ownership of the reported shares. The address for each of the reporting entities is 222 Berkeley Street, 18th Floor, Boston, MA 02116.
|
(6) |
Consists of (a) 19,301,998 shares held directly by Mr. Mark in Markforged Holding Corporation, (b) 2,669,863 shares held by The Gregory Mark Irrevocable Family Trust in Markforged Holding Corporation and (c) 1,334,932 shares held by The Gregory Mark 2020 Grantor Retained Annuity Trust in Markforged Holding Corporation. The trustees of The Gregory Mark Irrevocable Family Trust are Mr. Mark and two immediate family members and the trustee of The Gregory Mark 2020 Grantor Retained Annuity Trust is Mr. Mark. Voting and investment power over the shares held of record by the trusts is exercised by Mr. Mark and his
co-trustees.
|
(7) The |
shares reported herein are held by
A-Star,
which is governed by its managers, Kevin E. Hartz, Spike Lipkin and Troy B. Steckenrider III. Includes 5,220,000 shares of common stock, and 3,150,000 shares of common stock issuable upon the exercise of warrants. The managers have voting and investment discretion with respect to such securities. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
|
(8) |
Consists of 1,674,908 shares in Markforged Holding Corporation subject to options held by Mr. Terem exercisable within 60 days in of July 14, 2021.
|
(9) |
Consists of 278,447 shares held directly by Mr. Benhaim and 753,606 shares subject to options that are held by Mr. Benhaim exercisable within 60 days of July 14, 2021.
|
(10) |
Consists of shares identified in footnote (2) above. Mr. Rodriguez is a partner at Matrix Partners.
|
(11) |
Consists of shares identified in footnote (3) above. Mr. Anderson is a managing director at North Bridge.
|
(12) |
Consists of shares identified in footnote (5) above. Mr. Medici is a managing director at Summit Partners.
|
(13) |
Consists of 330,644 shares in Markforged Holding Corporation subject to options that are held by Mr. Milbury exercisable within 60 days of July 14, 2021.
|
(14) |
Consists of shares identified in footnote 6 above.
|
(15) |
Consists of 296,784 shares in Markforged Holding Corporation subject to options that are held by Mr. Zipori exercisable within 60 days of July 14, 2021.
|
• |
the resale of 21,000,000 shares of common stock issued in the PIPE Investment by certain of the Selling Securityholders;
|
• |
the resale of 134,874,248 shares of common stock issued in connection the Merger by certain of the Selling Securityholders;
|
• |
the resale of 3,150,000 private placement warrants; and
|
• |
the resale of 3,150,000 shares of common stock reserved for issuance upon the exercise of the private placement warrants;
|
Securities Beneficially Owned Prior to
the Offering |
Securities
Being Offered in this Offering |
Securities Beneficially
Owned After the Offered Securities are Sold |
||||||||||||||||||
Name of Selling Securityholder
|
Number of Shares
of Common Stock |
Number of
Warrants Being Offered |
Number of
Shares of Common Stock and Warrants |
Number of shares of
Common Stock and Warrants |
%
|
|||||||||||||||
A-Star
(1)
|
8,370,000 | 3,150,000 | 11,520,000 | — | — | |||||||||||||||
David Benhaim
(2)
|
278,447 | — | 278,447 | — | — | |||||||||||||||
Gregory Mark
(3)
|
23,306,793 | — | 23,306,793 | — | — | |||||||||||||||
North Bridge Venture Partners 7, L.P.
(4)
|
29,126,742 | — | 29,126,742 | — | — | |||||||||||||||
Entities affiliates with Summit Partners
(5)
|
14,527,328 | — | 14,527,328 | — | — | |||||||||||||||
Entities affiliated with Matrix Partners
(6)
|
29,920,109 | — | 29,920,109 | — | — | |||||||||||||||
Entities affiliated with Trinity Ventures
(7)
|
17,258,748 | — | 17,258,748 | — | — | |||||||||||||||
Entities affiliated with the Next47 Funds
(8)
|
7,682,091 | — | 7,682,091 | — | — | |||||||||||||||
Entities affiliated with Blackrock, Inc.
(9)
|
2,500,000 | — | 2,500,000 | — | — | |||||||||||||||
Wasatch Small Cap Growth Fund
(10)
|
2,500,000 | — | 2,500,000 | — | — | |||||||||||||||
Entities managed by Wellington Management Company LLP
(11)
|
2,500,00 | — | 2,500,00 | — | — |
Securities Beneficially Owned Prior to
the Offering |
Securities
Being Offered in this Offering |
Securities Beneficially
Owned After the Offered Securities are Sold |
||||||||||||||||||
Name of Selling Securityholder
|
Number of Shares
of Common Stock |
Number of
Warrants Being Offered |
Number of
Shares of Common Stock and Warrants |
Number of shares of
Common Stock and Warrants |
%
|
|||||||||||||||
Artisan Small Cap Fund
(12)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Entities affiliated with Baron
(13)
|
2,000,000 | — | 2,000,000 | — | — | |||||||||||||||
40 North Latitude Master Fund Ltd.
(14)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Soroban Opportunities Master Fund LP
(15)
|
750,000 | — | 750,000 | — | — | |||||||||||||||
Entities affiliated with DSAM
(16)
|
431,500 | — | 431,500 | — | — | |||||||||||||||
The Nineteen77 Entities managed by UBS O’Connor LLC
(
17)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Alyeska Master Fund, L.P.
(18)
|
1,200,000 | — | 1,200,000 | — | — | |||||||||||||||
MMF LT, LLC(19)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Microsoft Global Finance
(20)
|
5,493,237 | — | 5,493,237 | — | — | |||||||||||||||
Porsche Dritte Beteiligung GmbH
(21)
|
2,860,753 | — | 2,860,753 | — | — | |||||||||||||||
Entities within the D.E. Shaw group
(22)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Miller Opportunity Trust, a series of Trust for Advised Portfolios
(23)
|
2,425,000 | — | 2,425,000 | — | — | |||||||||||||||
Patient Partners, L.P.
(24)
|
75,000 | — | 75,000 | — | — | |||||||||||||||
Entities affiliated with Millennium Management LLC
(25)
|
1,068,500 | — | 1,068,500 | — | — | |||||||||||||||
Arena Capital Fund, LP
(26)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Ghisallo Master Fund LP
(27)
|
500,000 | — | 500,000 | — | — | |||||||||||||||
Millais Limited
(28)
|
300,000 | — | 300,000 | — | — | |||||||||||||||
Entities affiliated with Senvest Master Fund, LP
(29)
|
750,000 | — | 750,000 | — | — | |||||||||||||||
Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV
(30)
|
200,000 | — | 200,000 | — | — |
(1) |
Consists of (i) 5,220,000 shares of common stock received in respect of the Class B Ordinary Shares, (ii) 3,150,000 private placement warrants and (iii) 3,150,000 shares of common stock that may be issued upon exercise of the private placement warrants. These shares and warrants are subject to a contractual
lock-up
for 180 days following the Closing. The shares and warrants in the table above are held directly by
A-Star,
the Sponsor of AONE, which is governed by its managers, Kevin E. Hartz, Spike Lipkin and Troy B. Steckenrider III. The managers have shared voting and investment discretion with respect to the shares of common stock, the private placement warrants, and the shares issuable upon exercise of the private placement warrants. The managers and members of A-star disclaim beneficial interest in such securities except to the extent of their respective pecuniary interests therein. The address of
A-Star
is 16 Funston Avenue, Suite A, The Presidio of San Francisco, San Francisco, California 94129.
|
(2) |
These shares are subject to a contractual
lock-up
for 180 days following the Closing. The address of Mr. Benhaim is 480 Pleasant Street, Watertown, Massachusetts 02472.
|
(3) |
Consists of (i) 19,201,998 shares of common stock held directly by Mr. Mark, (ii) 2,669,863 shares of common stock held by The Gregory Mark Irrevocable Family Trust and (iii) 1,334,932 shares of common stock held by The Gregory Mark 2020 Grantor Retained Annuity Trust. All of such shares are subject to a contractual
lock-up
for 180 days following the Closing. The address of Mr. Mark, The Gregory Mark Irrevocable Family Trust and The Gregory Mark 2020 Grantor Retained Annuity Trust is 480 Pleasant Street, Watertown, Massachusetts 02472.
|
(4) |
These shares are held by North Bridge Venture Partners 7, L.P. (“NBVP 7”). These shares are subject to a contractual
lock-up
for 180 days following the Closing. North Bridge Venture Management 7, L.P. (“NBVM 7”) is the sole general partner of NBVP 7. NBVM GP, LLC (“NBVM GP”) is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the board of directors post-closing of the Business Combination, and Richard A. D’Amore are the managers of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP 7. Each of messrs. Anderson and D’Amore, NBVM 7 and NBVM GP disclaims beneficial ownership of the shares held by NBVM 7, except to the extent of their respective pecuniary interests therein, if any. The address of North Bridge Venture Partners and the managers is 60 William Street, Suite 350, Wellesley, MA 02481.
|
(5) |
Consists of 8,886,205 shares held by Summit Partners Growth Equity Fund
IX-A,
L.P., 5,548,423 shares held by Summit Partners Growth Equity Fund
IX-B,
L.P., 82,285 shares held by Summit Investors GE IX/VC IV, LLC, and 10,415 shares held by Summit Investors GE IX/VC IV (UK), L.P. These shares are subject to a contractual
lock-up
for 180 days following the Closing. Summit Master Company, LLC is (i) the general partner of Summit Partners, L.P., which is the managing member of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, L.P., which is the general partner of Summit Partners Growth Equity Fund
IX-A,
L.P. and Summit Partners Growth Equity Fund
IX-B,
L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the general partner of Summit Investors GE IX/VC IV (UK), L.P. and the manager of Summit Investors GE IX/VC, LLC. Summit Master Company, LLC, as the general partner of Summit Partners, L.P. and as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power of the shares held directly by Summit Partners Growth Equity Fund
IX-A,
L.P., Summit Partners Growth Equity Fund
IX-B,
L.P., Summit Investors GE IX/VC IV (UK), L.P., and Summit Investors GE IX/VC IV, LLC, to Summit Partners, L.P. and its three-person investment committee responsible for investment decisions with respect to the Company’s securities, currently composed of Peter Chung, Scott Collins and Len Ferrington, who act by a majority vote. Accordingly, Mr. Chung, Mr. Collins and Mr. Ferrington disclaim beneficial ownership of the reported shares. The address for each of such entities is 222 Berkeley Street, 18th Floor, Boston, MA 0211.
|
(6) |
Consists of 28,495,912 shares held by Matrix Partners IX, L.P. (“Matrix IX”) and 1,424,197 shares held by Weston & Co. IX LLC, as Nominee (“Weston IX”). These shares are subject to a contractual lock-up for 180 days following the Closing. Antonio Rodriguez is a partner at Matrix Partners and a member of the board of directors post-closing of the Business Combination. Mr. Rodriguez is a managing member of Matrix IX Management Co., L.L.C. and as such has sole voting and dispositive power with respect to the Matrix IX and Weston IX shares. Mr. Rodriguez disclaims beneficial ownership of the Matrix IX and Weston IX shares, except to the extent of his pecuniary interest therein. The principal mailing address for each of Mr. Rodriguez, Matrix IX, and Weston IX is 101 Main Street, 17th Floor, Cambridge, MA 02142.
|
(7) |
Consists of 16,853,513 shares held by Trinity Ventures XI, L.P., 270,617 shares held by Trinity XI Entrepreneurs’ Fund, L.P. and 134,618 shares held by Trinity XI
Side-By-Side
lock-up
for 180 days following the Closing. Trinity TVL XI, LLC is the General Partner of the Trinity Entities and the Management Members of Trinity TVL XI, LLC share voting and dispositive power over the shares held by each of the Trinity Entities. The Management Members of Trinity TVL XI, LLC are Ajay Chopra, Noel Fenton, Nina Labatt, Patricia Nakache, Larry Orr, and TVL Management Corp. The principal mailing address for the Trinity Entities is 2480 Sand Hill Rd #200, Menlo Park, CA 94025.
|
(8) |
Consists of 6,888,725 shares held by Next47 Fund 2018, LP (“Next47 2018”) and 793,366 shares held by Next 47 Fund 2019, LP (“Next47 2019” and, together with Next47 2018, “Next47 Funds”). These shares are subject to a contractual
lock-up
for 180 days following the Closing. The address of the Next47 Funds is 537 Hamilton Avenue, 2nd Floor, Palo Alto, CA 94301.
|
(9) |
The registered holders of the referenced shares of common stock to be sold are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BGF ESG Fixed Income Global Opportunities Fund, BGF Fixed Income Global Opportunities Fund, Blackrock Capital Allocation Trust, Blackrock Global Allocation Collective Fund, Blackrock Global Allocation Fund, Inc., Blackrock Global
|
Allocation Portfolio of Blackrock Series Fund, Inc., BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc., BlackRock Global Funds — Global Dynamic Equity Fund, BlackRock Global Funds — Global Allocation Fund, BlackRock Global Long/Short Credit Fund of Delaware BlackRock Funds IV, Master Total Return Portfolio of Master Bond LLC, BlackRock Global Funds — Next Generation Technology Fund, BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V, Strategic Income Opportunities Bond Fund, and BlackRock Total Return Bond Fund. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The addresses of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members are 55 East 52nd Street, New York, NY 10055 and 400 Howard Street San Francisco, CA 94105. Shares of common stock shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
(10) |
The address of Wasatch Small Cap Growth Fund is 505 Wakara Way; 3
rd
Floor, Salt Lake City, UT 84108
|
(11) |
Consists of (i) 214,200 shares of common stock held by Desjardins American Equity Fund, (ii) 726,000 shares of common stock held by The Hartford Small Company Trust, (iii) 446,400 shares of common stock held by Hartford Small Company HLS Fund; (iv) 41,400 shares of common stock held by John Hancock Pension Plan, (v) 341,400 shares of common stock held by John Hancock Variable Insurance Trust Small Cap Stock Trust, (vi) 178,500 shares of common stock held by MassMutual Select Small Cap Growth Equity Fund, (vii) 31,500 shares of common stock held by MassMutual Select Small Cap Growth Equity CIT, (viii) 74,800 shares of common stock held by MML Small Cap Growth Equity Fund, (ix) 217,600 shares of common stock held by Treasurer of the State of North Carolina, and (x) 228,200 shares of common stock held by Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Select Small Cap Growth Portfolio. These accounts are managed by direct or indirect subsidiaries of Wellington Management Company LLP. The address of each of the Selling Securityholders named above is c/o Wellington Management LLP, 208 Congress Street, Boston, MA 02210.
|
(12) |
Artisan Small Cap Fund is a mutual fund series of Artisan Partners Funds, Inc. Artisan Partners Limited Partnership is its discretionary investment advisor. The principle business address of Artisan Small Cap Fund is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202, Attn: Portfolio Operations.
|
(13) |
Consists of (i) 1,000,000 shares of common stock held by Baron Discovery Fund, and (ii) 1,000,000 shares of common stock held by Baron Opportunity Fund. Baron Discovery Fund and Baron Opportunity Fund (the “Selling Securityholder entities”) are investment companies registered under the Investment Company Act of 1940. The business address of the Selling Securityholder entities is 767 Fifth Avenue, 49th Floor, New York, NY 10153. Mr. Ronald Baron has voting and/or investment control over the shares held by the Selling Securityholder entities. Mr. Baron disclaims beneficial ownership of the shares held by the Selling Securityholder entities.
|
(14) |
40 North Management is the investment manager for 40 North Latitude Master Fund Ltd. The address of 40 North Latitude Master Fund Ltd. is 9 West 57
th
Street, 46
th
Floor, New York, NY 10019.
|
(15) |
The address for Soroban Opportunities Master Fund LP is c/o Soroban Capital Partners, 55 West 46th Street, Floor 32, New York, NY 10036.
|
(16) |
Consists of (i) 129,300 shares of common stock held by DSAM Alpha + Master Fund, (ii) 100,000 shares of common stock held by DSAM
Co-Invest
Ltd, (iii) 154,400 shares of common stock held by DSAM + Master Fund, and (iv) 47,800 shares of common stock held by LMA SPC – MAP 112 Segregated Portfolio. These accounts are managed by DSAM Partners (London) Ltd. The address of DSAM Alpha + Master Fund, DSAM Co-Invest Ltd, and DSAM + Master Fund is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman
KY1-1104.
The address of LMA SPC -- MAP 112 Segregated Portfolio is c/o Walkers Corporate Services Ltd, 190 Elgin Avenue, George Town, KY1-9001.
|
(17) |
Consists of (i) 229,950 shares of common stock held by Nineteen77 Global Multi-Strategy Alpha Master Limited, (ii) 229,950 shares of common stock held by Nineteen77 Global Merger Arbitrage Master
|
Limited, (iii) 38,400 shares of common stock held by Nineteen77 Global Merger Arbitrage Opportunity Fund, and (iv) 1,700 shares of common stock held by IAM Investments ICAV – O’Connor Event Driven UCITS Fund (collectively, the “UBS Entities”). Kevin Russell, the Chief Investment Officer of UBS O’Connor LLC, is deemed to have power to vote or dispose of the shares held by the UBS Entities. The address of the Nineteen77 Entities and Mr. Russell is c/o UBS O’Connor LLC, One North Wacker Drive, 31st Floor, Chicago, IL 60606. |
(18) |
Alyeska Investment Group, L.P. is the investment manager for Alyeska Master Fund, L.P. The address of Alyeska Master Fund, L.P. is 77 W. Wacker Drive, Suite 700, Chicago, IL 60601.
|
(19) |
Moore Capital Management, LP, the investment manager of MMF LT, LLC, has voting and investment control of the shares held by MMF LT, LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the shares of the Company held by MMF LT, LLC. Mr. Bacon also is the indirect majority owner of MMF LT, LLC. The address of MMF LT, LLC, Moore Capital Management, LP and Mr. Bacon is 11 Times Square, New York, New York 10036.
|
(20) |
The address of Microsoft Global Finance is 70 Sir John Rogerson’s Quay, Dublin, Ireland.
|
(21) |
The address of Porsche Dritte Beteiligung GmbH is Porcheplatz 1, 70435 Stuttgart. Germany.
|
(22) |
Consists of (i) 125,000 shares of common stock held by D. E. Shaw Oculus Portfolios, L.L.C., and (ii) 375,000 shares of common stock held by D. E. Shaw Valence Portfolios, L.L.C. (each a “D. E. Shaw Entity” and collectively, the “D. E. Shaw Entities”). Each D. E. Shaw Entity has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares directly owned by such entity. D. E. Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of the D. E. Shaw Entities, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of the D. E. Shaw Entities, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the shares owned by the D. E. Shaw Entities on DESCO LP’s and DESCO LLC’s behalf. D. E. Shaw & Co., Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as managing member of DESCO LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any shares of the Company directly, and each such entity disclaims beneficial ownership of the shares owned by the D. E. Shaw Entities. David E. Shaw does not own any shares of the Company directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities and, therefore, David E. Shaw may be deemed to be the beneficial owner of the shares owned by the D. E. Shaw Entities. David E. Shaw disclaims beneficial ownership of the shares owned by the D. E. Shaw Entities. The address of the entities and individuals named above is c/o D. E. Shaw group, 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.
|
(23) |
William H. Miller is the Manager of Miller Value Partners, LLC, the discretionary advisor for the Miller Opportunity Trust, and may be deemed to have voting and dispositive power over the securities held by the Selling Securityholder. The address of the Selling Securityholder is One South Street, Suite 2550, Baltimore, MD 21202.
|
(24) |
Samantha Mclemore is the Manager of Patient Capital Management, LLC, the discretionary investment manager for Patient Partners, LP, and may be deemed to have voting and dispositive power over the securities held by the Selling Securityholder. The address of the Selling Securityholder is One South Street, Suite 2550, Baltimore, MD 21202.
|
(25) |
Consists of (i) 868,500 shares of common stock held by Integrated Core Strategies (US) LLC, and (ii) 200,000 shares of common stock held by Riverview Group LLC. The address of each of the Selling Securityholders named above is c/o Millennium Management LLC, 399 Park Avenue, New York, NY 10022.
|
(26) |
Consists of (i) 200,000 shares held by Arena Capital Fund, LP - Series 3, (ii) 200,000 shares held by Arena Capital Fund, LP - Series 5 and (iii) 100,000 shares held by Arena Capital Fund, LP Series 14. Arena Capital Advisors, LLC is the General Partner for the funds and accounts it manages. The address of Arena Capital Advisors, LLC is 12121 Wilshire Blvd Ste 1010, Los Angeles, CA 90025.
|
(27) |
The address of Ghisallo Master Fund LP is 190 Elgin Avenue, George Town, Grand Cayman
KY1-9001.
|
(28) |
The address of Millais Limited is c/o Millais USA LLC, 767 Fifth Avenue, 49th Floor, New York, NY 10153.
|
(29) |
Consists of (i) 500,000 shares held by Senvest Master Fund, LP and (ii) 250,000 shares held by Senvest Technology Master Fund. The address of each of the Selling Securityholders named above is 540 Madison Avenue, 32nd Floor, New York, NY 10022.
|
(30) |
The address of Blackstone Aqua Master Sub-Fund is 345 Park Avenue, New York, NY 10154. Blackstone Aqua Master Sub-Fund (the “Aqua Fund”) is a sub-fund of Blackstone Global Master Fund ICAV. Blackstone Alternative Solutions L.L.C. is the investment manager of the Aqua Fund. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such entities and Mr. Schwarzman may be deemed to beneficially own the securities beneficially owned by the Aqua Fund directly or indirectly controlled by it or him, but each, other than the Aqua Fund to the extent of its direct holdings, disclaims beneficial ownership of such securities.
|
• |
Markforged has been or is to be a participant;
|
• |
the amount involved exceeded or exceeds $120,000; and
|
• |
any of Markforged’s directors, executive officers or holders of more than 5% of Markforged’s capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.
|
(1) |
Matrix Partners IX, L.P., or Matrix IX, is an affiliate of Matrix Partners, or Matrix, and is a holder of five percent or more of Markforged’s capital stock. Antonio Rodriguez is a Partner at Matrix and a member of Markforged’s board of directors.
|
(2) |
Weston & Co. IX LLC, or Weston, is an affiliate of Matrix. Mr. Rodriguez is a Managing Member at Matrix and a member of Markforged’s board of directors.
|
(3) |
Summit Partners Growth Equity Fund
IX-A,
L.P., is an affiliate of Summit Partners, or Summit, and is a holder of five percent or more of Markforged’s capital stock. Michael Medici is a Managing Director at Summit and a member of Markforged’s board of directors.
|
(4) |
Summit Partners Growth Equity Fund
IX-B,
L.P., is an affiliate of Summit. Mr. Medici is a Managing Director at Summit and a member of Markforged’s board of directors.
|
(5) |
Summit Investors GE IX/VC IV, LLC, is an affiliate of Summit. Mr. Medici is a Managing Director at Summit and a member of Markforged’s board of directors.
|
(6) |
Summit Investors GE IX/VC IV (UK), L.P., is an affiliate of Summit. Mr. Medici is a Managing Director at Summit and a member of Markforged’s board of directors.
|
• |
The audit committee shall review the material facts of all related person transactions.
|
• |
In reviewing any related person transaction, the committee will take into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to Markforged Holding Corporation than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
|
• |
In connection with its review of any related person transaction, Markforged Holding Corporation shall provide the committee with all material information regarding such related person transaction, the interest of the related person and any potential disclosure obligations of Markforged Holding Corporation in connection with such related person transaction.
|
• |
If a related person transaction will be ongoing, the committee may establish guidelines for Markforged Holding Corporation’s management to follow in its ongoing dealings with the related person.
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the shares of Markforged Holding Common Stock equals or exceeds $18.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
provided
|
exercised on a cashless basis or otherwise during such 30 day period, we shall redeem such warrants for $0.10 per share;
|
• |
if, and only if, the closing price of shares of Markforged Holding Common Stock equals or exceeds $10.00 per public share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders;
|
• |
if, and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and
|
• |
if, and only if, there is an effective registration statement covering the issuance of the shares of Markforged Holding Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the
30-day
period after written notice of redemption is given.
|
Redemption Date
|
Fair Market Value of Class A Ordinary Shares ($)
|
|||||||||||||||||||||||||||||||||||
(period to expiration of warrants)
|
£
10.00
|
11.00
|
12.00
|
13.00
|
14.00
|
15.00
|
16.00
|
17.00
|
³
18.00
|
|||||||||||||||||||||||||||
57 months
|
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.365 | |||||||||||||||||||||||||||
54 months
|
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.365 | |||||||||||||||||||||||||||
51 months
|
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.365 | |||||||||||||||||||||||||||
48 months
|
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.365 | |||||||||||||||||||||||||||
45 months
|
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.365 | |||||||||||||||||||||||||||
42 months
|
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.364 | |||||||||||||||||||||||||||
39 months
|
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.364 | |||||||||||||||||||||||||||
36 months
|
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.364 | |||||||||||||||||||||||||||
33 months
|
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.364 | |||||||||||||||||||||||||||
30 months
|
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.364 | |||||||||||||||||||||||||||
27 months
|
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.364 | |||||||||||||||||||||||||||
24 months
|
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.364 | |||||||||||||||||||||||||||
21 months
|
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.364 | |||||||||||||||||||||||||||
18 months
|
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.363 | |||||||||||||||||||||||||||
15 months
|
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.363 | |||||||||||||||||||||||||||
12 months
|
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.363 | |||||||||||||||||||||||||||
9 months
|
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.362 | |||||||||||||||||||||||||||
6 months
|
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.362 | |||||||||||||||||||||||||||
3 months
|
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months
|
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• |
the designation of the series;
|
• |
the number of shares of the series, which Markforged Holding Corporation’s board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
|
• |
whether dividends, if any, will be cumulative or
non-cumulative
and the dividend rate of the series;
|
• |
the dates at which dividends, if any, will be payable;
|
• |
the redemption rights and price or prices, if any, for shares of the series;
|
• |
the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
|
• |
the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding-up
of Markforged Holding Corporation’s affairs;
|
• |
whether the shares of the series will be convertible into shares of any other class or series, or any other security, of Markforged Holding Corporation or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
|
• |
restrictions on the issuance of shares of the same series or of any other class or series; and
|
• |
the voting rights, if any, of the holders of the series.
|
• |
1% of the total number of shares of Markforged Holding Common Stock then outstanding; or
|
• |
the average weekly reported trading volume of Markforged Holding Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
• |
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
• |
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form
8-K;
and
|
• |
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
• |
one or more underwritten offerings on a firm commitment or best efforts basis;
|
• |
block trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts;
|
• |
an exchange distribution in accordance with the rules of the applicable exchange;
|
• |
privately negotiated transactions;
|
• |
distributions or transfers to their members, partners or shareholders;
|
• |
short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC;
|
• |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
• |
in market transactions, including transactions on a national securities exchange or quotations service or
over-the-counter
|
• |
through trading plans entered into by a Selling Securityholder pursuant to Rule
10b5-1
under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
• |
directly to one or more purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;
|
• |
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
|
• |
through agents;
|
• |
through broker-dealers who may agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per share or warrant;
|
• |
by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary shares; and
|
• |
a combination of any such methods of sale or any other method permitted pursuant to applicable law.
|
Markforged Financial Statements
|
||||
Condensed Consolidated Financial Statements as of and for the periods ended June 30, 2021 and 2020
|
||||
F-2
|
||||
F-3
|
||||
F-5
|
||||
F-6
|
||||
Audited Consolidated Financial Statements as of and for the periods ended December 31, 2020 and 2019
|
||||
F-22
|
||||
F-23
|
||||
F-24
|
||||
F-26
|
||||
F-27
|
||||
AONE Financial Statements
|
||||
Unaudited Condensed Financial Statements of one
|
||||
F-48
|
||||
F-49
|
||||
F-50
|
||||
F-51
|
||||
F-52
|
||||
Audited Financial Statements of one
|
||||
F-70
|
||||
F-71
|
||||
F-72
|
||||
F-73 | ||||
F-74 | ||||
F-75 |
June 30,
2021 |
December 31,
2020 |
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 33,144 | $ | 58,715 | ||||
Accounts receivable, net
|
17,567 | 16,601 | ||||||
Inventory
|
7,926 | 6,553 | ||||||
Prepaid expenses
|
1,691 | 1,496 | ||||||
Other current assets
|
814 | 1,373 | ||||||
|
|
|
|
|||||
Total current assets
|
61,142 | 84,738 | ||||||
Property and equipment, net
|
4,480 | 4,281 | ||||||
Deferred transaction costs
|
4,884 | — | ||||||
Other assets
|
645 | 584 | ||||||
|
|
|
|
|||||
Total assets
|
$
|
71,151 |
$
|
89,603 | ||||
|
|
|
|
|||||
Liabilities, Convertible Preferred Stock, and Stockholders’ Deficit
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 6,340 | $ | 3,369 | ||||
Accrued expenses
|
8,432 | 8,168 | ||||||
Deferred revenue
|
5,192 | 6,196 | ||||||
Other current liabilities
|
331 | 300 | ||||||
|
|
|
|
|||||
Total current liabilities
|
20,295 | 18,033 | ||||||
Long-term debt
|
— | 5,022 | ||||||
Long-term deferred revenue
|
2,820 | 2,905 | ||||||
Deferred rent
|
1,483 | 1,073 | ||||||
Other liabilities
|
— | 545 | ||||||
|
|
|
|
|||||
Total liabilities
|
24,598 | 27,578 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
|
|
Convertible preferred stock (Note 8)
|
137,952 | 137,497 | ||||||
Stockholders’ deficit
|
||||||||
Common stock, $0.00001 par value; 183,300,000 shares authorized at June 30, 2021 and December 31, 2020; 42,537,176 and 41,491,257 shares issued and outstanding at
June 30
, 2021 and December 31, 2020, respectively
|
— | — | ||||||
Additional paid-in capital
|
10,724 | 5,542 | ||||||
Treasury stock, 507,722 shares at cost at June 30, 2021 and December 31, 2020
|
(1,450 | ) | (1,450 | ) | ||||
Accumulated deficit
|
(100,673 | ) | (79,564 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit
|
(91,399 | ) | (75,472 | ) | ||||
|
|
|
|
|||||
Total liabilities, convertible preferred stock, and stockholders’ deficit
|
$ | 71,151 | $ | 89,603 | ||||
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenue
|
|
$
|
20,419
|
|
|
$
|
14,174
|
|
$ | 40,539 | $ | 31,875 | ||||
Cost of revenue
|
|
|
8,496
|
|
|
|
6,720
|
|
16,435 | 14,997 | ||||||
Gross profit
|
|
|
11,923
|
|
|
|
7,454
|
|
24,104 | 16,878 | ||||||
Operating expense
|
|
|
|
|
|
|||||||||||
Sales and marketing
|
|
|
8,255
|
|
|
|
5,296
|
|
15,312 | 11,761 | ||||||
Research and development
|
|
|
6,444
|
|
|
|
4,206
|
|
11,703 | 8,852 | ||||||
General and administrative
|
|
|
7,959
|
|
|
|
3,623
|
|
16,822 | 7,250 | ||||||
Total operating expense
|
|
|
22,658
|
|
|
|
13,125
|
|
43,837 | 27,863 | ||||||
Loss from operations
|
|
|
(10,735
|
)
|
|
|
(5,671
|
)
|
(19,733 | ) | (10,985 | ) | ||||
Other (expense) income, net
|
|
|
(345
|
)
|
|
|
10
|
|
(1,368 | ) | 23 | |||||
Interest expense
|
|
|
(5
|
)
|
|
|
(20
|
)
|
(9 | ) | (29 | ) | ||||
Interest income
|
|
|
1
|
|
|
|
21
|
|
3 | 144 | ||||||
Loss before income taxes
|
|
|
(11,084
|
)
|
|
|
(5,660
|
)
|
(21,107 | ) | (10,847 | ) | ||||
Income tax expense
|
|
|
6
|
|
|
|
29
|
|
2 | 87 | ||||||
Net loss and comprehensive loss
|
|
$
|
(11,090
|
)
|
|
$
|
(5,689
|
)
|
$ | (21,109 | ) | $ | (10,934 | ) | ||
Weighted average shares outstanding basic and diluted
|
|
|
41,853,841
|
|
|
|
39,980,784
|
|
41,638,004 | 39,856,193 | ||||||
Basic and diluted net loss per common share
|
|
$
|
(0.26
|
)
|
|
$
|
(0.14
|
)
|
$ | (0.51 | ) | $ | (0.27 | ) |
Convertible Preferred
Stock |
Common Stock
|
Additional
Paid-in
Capital
|
Treasury Stock
|
Note
Receivable
|
Accumulated
Deficit
|
Total
Stockholders’
Deficit
|
Total
|
|||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
|
112,987,810
|
|
$
|
137,497
|
|
|
41,491,257
|
|
$
|
—
|
|
$
|
5,542
|
|
|
507,722
|
|
$
|
(1,450
|
)
|
$
|
—
|
|
$
|
(79,564
|
)
|
$
|
(75,472
|
)
|
$
|
62,025
|
|
|||||||||||
Exercise of common stock options
|
— | — | 749,980 | — | 356 | — | — | — | — | 356 | 356 | |||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 1,194 | — | — | — | — | 1,194 | 1,194 | |||||||||||||||||||||||||||||||||
Exercise of Series D warrants
|
21,042 | 100 | — | — | — | — | — | — | — | — | 100 | |||||||||||||||||||||||||||||||||
Net loss and comprehensive loss
|
— | — | — | — | — | — | — | — | (10,019 | ) | (10,019 | ) | (10,019 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of March 31, 2021
|
|
113,008,852
|
|
$
|
137,597
|
|
|
42,241,237
|
|
$
|
—
|
|
$
|
7,092
|
|
|
507,722
|
|
$
|
(1,450
|
)
|
$
|
—
|
|
$
|
(89,583
|
)
|
$
|
(83,941
|
)
|
$
|
53,656
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Exercise of common stock options
|
— | — | 107,363 | — | 62 | — | — | — | — | 62 | 62 | |||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 1,777 | — | — | — | — | 1,777 | 1,777 | |||||||||||||||||||||||||||||||||
Exercise of Series D warrants
|
74,705 | 355 | — | — | — | — | — | — | — | — | 355 | |||||||||||||||||||||||||||||||||
Exercise of common stock warrants, net of shares withheld for exercise
|
— | — | 188,576 | — | 1,793 | — | — | — | — | 1,793 | 1,793 | |||||||||||||||||||||||||||||||||
Net loss and comprehensive loss
|
— | — | — | — | — | — | — | — | (11,090 | ) | (11,090 | ) | (11,090 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of June 30, 2021
|
|
113,083,557
|
|
$
|
137,952
|
|
|
42,537,176
|
|
$
|
—
|
|
$
|
10,724
|
|
|
507,722
|
|
$
|
(1,450
|
)
|
$
|
—
|
|
$
|
(100,673
|
)
|
$
|
(91,399
|
)
|
$
|
46,553
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Convertible Preferred
Stock |
Common Stock
|
Additional
Paid-in
Capital
|
Treasury Stock
|
Note
Receivable
|
Accumulated
Deficit
|
Total
Stockholders’
Deficit
|
Total
|
|||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
|
112,840,517
|
|
$
|
136,797
|
|
|
39,259,717
|
|
$
|
—
|
|
$
|
2,012
|
|
|
244,691
|
|
$
|
(624
|
)
|
$
|
(170
|
)
|
$
|
(61,579
|
)
|
$
|
(60,361
|
)
|
$
|
76,436
|
|
|||||||||||
Exercise of common stock options
|
— | — | 850,079 | — | 430 | — | — | 170 | — | 600 | 600 | |||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 504 | — | — | — | — | 504 | 504 | |||||||||||||||||||||||||||||||||
Exercise of Series D warrants
|
10,520 | 50 | — | — | — | — | — | — | — | — | 50 | |||||||||||||||||||||||||||||||||
Net loss and comprehensive loss
|
— | — | — | — | — | — | — | — | (5,245 | ) | (5,245 | ) | (5,245 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of March 31, 2020
|
|
112,851,037
|
|
$
|
136,847
|
|
|
40,109,796
|
|
$
|
—
|
|
$
|
2,946
|
|
|
244,691
|
|
$
|
(624
|
)
|
$
|
—
|
|
$
|
(66,824
|
)
|
$
|
(64,502
|
)
|
$
|
72,345
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Exercise of common stock options
|
— | — | 354,787 | — | 55 | — | — | — | — | 55 | 55 | |||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 503 | — | — | — | — | 503 | 503 | |||||||||||||||||||||||||||||||||
Exercise of Series D warrants
|
63,126 | 300 | — | — | — | — | — | — | — | — | 300 | |||||||||||||||||||||||||||||||||
Net loss and comprehensive loss
|
— | — | — | — | — | — | — | — | (5,689 | ) | (5,689 | ) | (5,689 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of June 30, 2020
|
|
112,914,163
|
|
$
|
137,147
|
|
|
40,464,583
|
|
$
|
—
|
|
$
|
3,504
|
|
|
244,691
|
|
$
|
(624
|
)
|
$
|
—
|
|
$
|
(72,513
|
)
|
$
|
(69,633
|
)
|
$
|
67,514
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Operating Activities:
|
||||||||
Net loss
|
$ | (21,109 | ) | $ | (10,934 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities
|
||||||||
Depreciation
|
841 | 907 | ||||||
Provision for doubtful accounts
|
378 | 397 | ||||||
Reserve for excess and obsolete inventory
|
56 | 263 | ||||||
Stock-based compensation expense
|
2,971 | 1,007 | ||||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
(1,345 | ) | 5,678 | |||||
Inventory
|
(1,430 | ) | (3,244 | ) | ||||
Prepaid expenses
|
(196 | ) | (206 | ) | ||||
Other current assets
|
559 | 1,457 | ||||||
Other assets
|
(60 | ) | (17 | ) | ||||
Accounts payable and accrued expenses
|
2,350 | (1,398 | ) | |||||
Other current liabilities
|
31 | (242 | ) | |||||
Deferred rent
|
409 | (76 | ) | |||||
Other liabilities
|
1,249 | 13 | ||||||
Deferred revenue
|
(1,088 | ) | 1,301 | |||||
|
|
|
|
|||||
Net cash used in operating activities
|
(16,384 | ) | (5,094 | ) | ||||
|
|
|
|
|||||
Investing Activities:
|
||||||||
Purchases of property and equipment
|
(1,039 | ) | (243 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities
|
(1,039 | ) | (243 | ) | ||||
|
|
|
|
|||||
Financing Activities:
|
||||||||
Proceeds (repayments) of debt obligations
|
(5,022 | ) | 5,192 | |||||
Payment of transaction costs
|
(4,000 | ) |
—
|
|||||
Proceeds from exercise of Series D warrants
|
455 | 350 | ||||||
Proceeds from the exercise of common stock options
|
419 | 485 | ||||||
Principal repayments of capital lease obligations
|
—
|
(1 | ) | |||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities
|
(8,148 | ) | 6,026 | |||||
|
|
|
|
|||||
Net change in cash and cash equivalents
|
(25,571 | ) | 689 | |||||
Cash and cash equivalents
|
||||||||
Beginning of year
|
58,715 | 59,768 | ||||||
|
|
|
|
|||||
End of period
|
$ | 33,144 | $ | 60,457 | ||||
|
|
|
|
|||||
Non
-
cash financing and investing activities
|
||||||||
Deferred transaction costs included in accounts payable and accrued expenses
|
885 | — | ||||||
De-recognition
of warrant liability to additional
paid-in
capital
|
1,793 | — | ||||||
Note receivable for exercise of common stock options
|
— | (170 | ) |
|
|
Three Months
Ended June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Balance at beginning of period
|
|
$
|
1,012
|
|
|
$
|
1,060
|
|
|
$
|
1,070
|
|
|
$
|
1,038
|
|
Additions
|
|
|
296
|
|
|
|
236
|
|
|
|
378
|
|
|
|
397
|
|
Write – offs
|
|
|
(63
|
)
|
|
|
(14
|
)
|
|
|
(64
|
)
|
|
|
(14
|
)
|
Recoveries
|
|
|
(80
|
)
|
|
|
(179
|
)
|
|
|
(219
|
)
|
|
|
(318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
1,165
|
|
|
$
|
1,103
|
|
|
$
|
1,165
|
|
|
$
|
1,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Quoted prices in active markets for identical assets or liabilities
|
Level 2
|
|
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
|
Level 3
|
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
|
|
|
Fair Value Measurements
|
|
|||||||||||||
(in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
June 30, 2021
|
|
|
|
|
||||||||||||
Money market funds included in cash and cash equivalents
|
$ | 31,337 | $ | — | $ | — | $ | 31,337 | ||||||||
December 31, 2020
|
||||||||||||||||
Money market funds included in cash and cash equivalents
|
$ | 56,907 | $ | — | $ | — | $ | 56,907 | ||||||||
Warrant liability
|
— | — | 545 | 545 |
|
|
Three Months
Ended June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Balance at beginning of period
|
|
$
|
1,555
|
|
|
$
|
382
|
|
|
$
|
545
|
|
|
$
|
370
|
|
Change in fair value
|
|
|
241
|
|
|
|
—
|
|
|
|
1,251
|
|
|
|
12
|
|
Derecognition of liability
|
|
|
(1,796
|
)
|
|
|
—
|
|
|
|
(1,796
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
—
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Balance at beginning of period
|
$
|
538
|
|
|
$
|
1,261
|
|
|
$ | 564 | $ | 1,260 | ||||
Additions to warranty reserve
|
|
366
|
|
|
|
250
|
|
|
633 | 482 | ||||||
Claims fulfilled
|
|
(336
|
)
|
|
|
(144
|
)
|
|
(629 | ) | (375 | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at end of period
|
$
|
568
|
|
|
$
|
1,367
|
|
|
$ | 568 | $ | 1,367 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Hardware
|
$
|
14,331
|
|
|
$
|
9,919
|
|
|
$ | 28,569 | $ | 22,473 | ||||
Consumables
|
|
4,780
|
|
|
$
|
3,429
|
|
|
9,397 | $ | 7,582 | |||||
Services
|
|
1,308
|
|
|
$
|
826
|
|
|
2,573 | $ | 1,820 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Revenue
|
$
|
20,419
|
|
|
$
|
14,174
|
|
|
$ | 40,539 | $ | 31,875 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30,
2021 |
December 31,
2020 |
||||||
Machinery and equipment
|
$ | 4,990 | $ | 4,761 | ||||
Leasehold improvements
|
2,190 | 2,190 | ||||||
Computer equipment
|
1,393 | 1,109 | ||||||
Furniture and fixtures
|
345 | 345 | ||||||
Computer software
|
246 | 246 | ||||||
Construction in process
|
562 | 36 | ||||||
|
|
|
|
|||||
Property and equipment, gross
|
9,726 | 8,687 | ||||||
Less: Accumulated depreciation
|
(5,246 | ) | (4,406 | ) | ||||
|
|
|
|
|||||
Property and equipment, net
|
$ | 4,480 | $ | 4,281 | ||||
|
|
|
|
(in thousands)
|
June 30,
2021 |
December 31,
2020 |
||||||
Raw material
|
$ | 989 |
$
|
1,669 | ||||
Work in process
|
219 | 79 | ||||||
Finished goods
|
6,718 | 4,805 | ||||||
|
|
|
|
|||||
Total inventory
|
$ | 7,926 | $ | 6,553 | ||||
|
|
|
|
(in thousands)
|
|
June 30,
2021 |
|
|
December 31,
2020 |
|
||
Warranty reserve
|
$ | 568 | $ | 564 | ||||
Compensation and benefits
|
3,882
|
3,100 | ||||||
VAR commissions
|
789
|
520 | ||||||
Professional services
|
1,629
|
2,907 | ||||||
Marketing and advertising
|
634
|
780 | ||||||
Other
|
930
|
297 | ||||||
|
|
|
|
|||||
Total accrued expense
s
|
$ |
8,432
|
$ | 8,168 | ||||
|
|
|
|
|
|
June 30, 2021
|
|
|||||||||||||||||
(in thousands, except for share counts)
|
|
Shares
Authorized |
|
|
Shares Issued
and Outstanding |
|
|
Issuance
Price Per Share |
|
|
Net
Carrying Value |
|
|
Liquidation
Preference |
|
|||||
Series Seed
|
18,233,848 | 17,918,211 | $ | 0.0618 | $ | 1,107 | $ | 1,107 | ||||||||||||
Series A
|
28,725,920 | 28,725,920 | 0.2959 | 8,437 | 8,500 | |||||||||||||||
Series B
|
34,391,480 | 34,391,480 | 0.4414 | 15,096 | 15,180 | |||||||||||||||
Series C
|
14,468,290 | 14,468,290 | 2.0735 | 29,881 | 30,000 | |||||||||||||||
Series D
|
17,599,646 | 17,579,656 | 4.7523 | 83,431 | 83,544 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total convertible preferred stock
|
113,419,184 | 113,083,557 |
$
|
137,952 |
$
|
138,331 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||||||
(in thousands, except for share counts)
|
|
Shares
Authorized |
|
|
Shares Issued
and Outstanding |
|
|
Issuance
Price Per Share |
|
|
Net
Carrying Value |
|
|
Liquidation
Preference |
|
|||||
Series Seed
|
18,233,848 | 17,918,211 | $ | 0.0618 | $ | 1,107 | $ | 1,107 | ||||||||||||
Series A
|
28,725,920 | 28,725,920 | 0.2959 | 8,437 | 8,500 | |||||||||||||||
Series B
|
34,391,480 | 34,391,480 | 0.4414 | 15,096 | 15,180 | |||||||||||||||
Series C
|
14,468,290 | 14,468,290 | 2.0735 | 29,881 | 30,000 | |||||||||||||||
Series D
|
17,599,646 | 17,483,909 | 4.7523 | 82,976 | 83,089 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total convertible preferred stock
|
113,419,184 | 112,987,810 | $ | 137,497 | $ | 137,876 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
June 30,
2021 |
December 31,
2020 |
|||||||
Common stock options outstanding
|
18,399,068 | 19,420,305 | ||||||
Shares available for issuance under the plan
|
3,322,966 | 4,649,322 | ||||||
Convertible preferred stock outstanding
|
113,083,557 | 112,987,810 | ||||||
Warrants to purchase Series D convertible
preferred stock |
19,990 | 115,737 | ||||||
Common stock warrants outstanding
|
— | 190,000 | ||||||
|
|
|
|
|||||
Total shares of authorized common stock reserved
for future issuance |
134,825,581 | 137,363,174 | ||||||
|
|
|
|
|
|
Number of
Shares |
|
|
Weighted-
Average Exercise Price (Per Share) |
|
|
Weighted-
Average Remaining Contractual Life (in years) |
|
|||
Outstanding at December 31, 2020
|
19,420,305 | $ | 1.72 | 8.71 | ||||||||
Exercised
|
(857,343 | ) | 0.49 | |||||||||
Forfeited
|
(163,894 | ) | 1.91 | |||||||||
|
|
|||||||||||
Outstanding at June 30, 2021
|
18,399,068 | $ | 1.78 | 8.33 | ||||||||
|
|
|||||||||||
Options exercisable at June 30, 2021
|
5,648,643 | $ | 1.31 | 7.07 |
|
|
Six Months Ended
June 30, |
|
|||||
(in thousands, except weighted average)
|
|
2021
|
|
|
2020
|
|
||
Weighted-average grant date fair value of options
granted |
|
$
|
—
|
|
|
$
|
1.01
|
|
Intrinsic value of options exercised
|
|
|
6,450
|
|
|
|
2,017
|
|
|
|
Six Months
Ended June 30, 2020 |
|
|
Expected option term (in years)
|
|
|
6.06
|
|
Expected volatility%
|
|
|
52.2
|
%
|
Risk-free interest rate%
|
|
|
1.50
|
%
|
Expected dividend yield%
|
|
|
0
|
%
|
Fair value of common stock (per share)
|
|
$
|
1.01
|
|
|
|
Number of
Shares |
|
|
Weighted-
Average Grant Date Fair Value (Per Share) |
|
||
Outstanding at December 31, 2020
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
|
1,494,250
|
|
|
|
8.17
|
|
Vested
|
|
|
—
|
|
|
|
—
|
|
Forfeited
|
|
|
(4,000
|
)
|
|
|
8.01
|
|
|
|
|
|
|
||||
Unvested at June 30, 2021
|
|
|
1,490,250
|
|
|
$
|
8.17
|
|
|
|
|
|
|
|
|
Three Months
Ended June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Cost of revenue
|
|
$
|
62
|
|
|
$
|
124
|
|
|
$
|
89
|
|
|
$
|
258
|
|
Research and development
|
|
|
394
|
|
|
|
171
|
|
|
|
725
|
|
|
|
225
|
|
Sales and marketing
|
|
|
237
|
|
|
|
135
|
|
|
|
320
|
|
|
|
227
|
|
General and administrative
|
|
|
1,084
|
|
|
|
73
|
|
|
|
1,837
|
|
|
|
297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
1,777
|
|
|
$
|
503
|
|
|
$
|
2,971
|
|
|
$
|
1,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Stock Options
|
|
$
|
1,188
|
|
|
$
|
503
|
|
|
$
|
2,382
|
|
|
$
|
1,007
|
|
Restricted Stock Units
|
|
|
589
|
|
|
|
—
|
|
|
|
589
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
1,777
|
|
|
$
|
503
|
|
|
$
|
2,971
|
|
|
$
|
1,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Expected (remaining) option term (in years)
|
|
|
3.69
|
|
|
|
4.64
|
|
Expected volatility%
|
|
|
65.0
|
%
|
|
|
54.3
|
%
|
Risk-free interest rate%
|
|
|
0.45
|
%
|
|
|
0.29
|
%
|
Expected dividend yield%
|
|
|
0
|
%
|
|
|
0
|
%
|
Fair value of common stock (per share)
|
|
$
|
9.51
|
|
|
$
|
2.07
|
|
(in thousands)
|
Amount
|
|||
2021
|
$ | 1,207 | ||
2022
|
2,866 | |||
2023
|
3,070 | |||
2024
|
2,132 | |||
2025
|
2,089 | |||
After 2025
|
5,088 | |||
|
|
|||
Total future minimum lease payments
|
$ | 16,452 | ||
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
||||||||||
(in thousands, except per share amounts)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Numerator for basic and diluted net loss per share:
|
|
|
|
|
||||||||||||
Net loss and comprehensive loss
|
|
$
|
(11,090
|
)
|
|
$
|
(5,689
|
)
|
|
$
|
(21,109
|
)
|
|
$
|
(10,934
|
)
|
Denominator for basic and diluted net loss per share:
|
|
|
|
|
||||||||||||
Weighted average shares outstanding
|
|
|
41,853,841
|
|
|
|
39,980,784
|
|
|
|
41,638,004
|
|
|
|
39,856,193
|
|
Net loss per common share:
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
(0.26
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.27
|
)
|
Diluted
|
|
$
|
(0.26
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.27
|
)
|
|
|
Three and Six Months Ended
June 30, |
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Convertible preferred stock
|
|
|
113,083,557
|
|
|
|
112,914,163
|
|
Unvested awards
|
|
|
14,241,592
|
|
|
|
8,231,273
|
|
Warrants
|
|
|
—
|
|
|
|
190,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
127,325,149
|
|
|
|
121,335,436
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
||||||||||
(in thousands)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Americas
|
|
$
|
9,806
|
|
|
$
|
7,437
|
|
|
$
|
20,232
|
|
|
$
|
18,308
|
|
EMEA
|
|
|
6,425
|
|
|
|
4,555
|
|
|
|
12,687
|
|
|
|
8,390
|
|
APAC
|
|
|
4,188
|
|
|
|
2,182
|
|
|
|
7,620
|
|
|
|
5,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
20,419
|
|
|
$
|
14,174
|
|
|
$
|
40,539
|
|
|
$
|
31,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 58,715 | $ | 59,768 | ||||
Accounts receivable, net
|
16,601 | 18,159 | ||||||
Inventory
|
6,553 | 5,782 | ||||||
Prepaid expenses
|
1,496 | 1,163 | ||||||
Other current assets
|
1,373 | 2,214 | ||||||
|
|
|
|
|||||
Total current assets
|
84,738 | 87,086 | ||||||
Property and equipment, net
|
4,281 | 5,553 | ||||||
Other assets
|
584 | 633 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 89,603 | $ | 93,272 | ||||
|
|
|
|
|||||
Liabilities, Convertible Preferred Stock, and Stockholders’ Deficit
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 3,369 | $ | 5,023 | ||||
Accrued expenses
|
8,168 | 5,760 | ||||||
Deferred revenue
|
6,196 | 2,446 | ||||||
Other current liabilities
|
300 | 666 | ||||||
|
|
|
|
|||||
Total current liabilities
|
18,033 | 13,895 | ||||||
Long-term debt
|
5,022 | — | ||||||
Long-term deferred revenue
|
2,905 | 1,597 | ||||||
Deferred rent
|
1,073 | 973 | ||||||
Other liabilities
|
545 | 371 | ||||||
|
|
|
|
|||||
Total liabilities
|
27,578 | 16,836 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 12)
|
||||||||
Convertible preferred stock (Note 8)
|
137,497 | 136,797 | ||||||
Stockholders’ deficit
|
||||||||
Common stock, $0.00001 par value; 183,300,000 and 173,300,000 shares authorized at December 31, 2020 and 2019, respectively; 41,491,257 and 39,259,717 shares issued and outstanding at December 31, 2020 and 2019, respectively
|
— | — | ||||||
Additional
paid-in
capital
|
5,542 | 2,012 | ||||||
Treasury stock, 507,722 and 244,691 shares at cost at December 31, 2020 and 2019, respectively
|
(1,450 | ) | (624 | ) | ||||
Note receivable
|
— | (170 | ) | |||||
Accumulated deficit
|
(79,564 | ) | (61,579 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit
|
(75,472 | ) | (60,361 | ) | ||||
|
|
|
|
|||||
Total liabilities, convertible preferred stock, and stockholders’ deficit
|
$ | 89,603 | $ | 93,272 | ||||
|
|
|
|
Year Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Revenue
|
$ | 71,851 | $ | 72,549 | ||||
Cost of revenue
|
29,921 | 36,321 | ||||||
|
|
|
|
|||||
Gross profit
|
41,930 | 36,228 | ||||||
|
|
|
|
|||||
Operating expense
|
||||||||
Sales and marketing
|
22,413 | 31,018 | ||||||
Research and development
|
17,176 | 20,270 | ||||||
General and administrative
|
20,080 | 15,683 | ||||||
|
|
|
|
|||||
Total operating expense
|
59,669 | 66,971 | ||||||
|
|
|
|
|||||
Loss from operations
|
(17,739 | ) | (30,743 | ) | ||||
Other expense
|
(184 | ) | (121 | ) | ||||
Interest expense
|
(98 | ) | (49 | ) | ||||
Interest income
|
147 | 1,053 | ||||||
|
|
|
|
|||||
Loss before income taxes
|
(17,874 | ) | (29,860 | ) | ||||
|
|
|
|
|||||
Income tax expense
|
111 | 15 | ||||||
|
|
|
|
|||||
Net loss and comprehensive loss
|
$ | (17,985 | ) | $ | (29,875 | ) | ||
|
|
|
|
|||||
Deemed dividend – redemption of Series Seed convertible preferred stock
|
— | (785 | ) | |||||
Deemed dividend – redemption of common stock
|
(826 | ) | (624 | ) | ||||
|
|
|
|
|||||
Net loss attributable to MarkForged, Inc. common stockholders
|
(18,811 | ) | (31,284 | ) | ||||
|
|
|
|
|||||
Weighted average shares outstanding basic and diluted
|
40,258,968 | 38,673,218 | ||||||
Basic and diluted net loss per common share
|
$ | (0.47 | ) | $ | (0.81 | ) |
Convertible Preferred
Stock |
Common Stock
|
Additional
Paid-in
Capital
|
Treasury Stock
|
Note
Receivable
|
Accumulated
Deficit
|
Total
Stockholders’
Deficit |
Total
|
|||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
|
95,819,538
|
|
$
|
54,541
|
|
|
37,010,424
|
|
$
|
—
|
|
$
|
1,379
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(31,704
|
)
|
$
|
(30,325
|
)
|
$
|
24,216
|
|
|||||||||||
Issuance of Series D convertible preferred stock
|
17,305,052 | 82,126 | — | — | — | — | — | — | — | — | 82,126 | |||||||||||||||||||||||||||||||||
Exercise of common stock options
|
— | — | 2,249,293 | — | 560 | — | — | (170 | ) | — | 390 | 390 | ||||||||||||||||||||||||||||||||
Repurchase of Series Seed convertible preferred stock
|
(315,637 | ) | (20 | ) | — | — | (785 | ) | — | — | — | — | (785 | ) | (805 | ) | ||||||||||||||||||||||||||||
Repurchase of common stock
|
— | — | — | — | — | 244,691 | (624 | ) | — | — | (624 | ) | (624 | ) | ||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 858 | — | — | — | — | 858 | 858 | |||||||||||||||||||||||||||||||||
Exercise of Series D warrants
|
31,564 | 150 | — | — | — | — | — | — | — | — | 150 | |||||||||||||||||||||||||||||||||
Net loss and comprehensive loss
|
— | — | — | — | — | — | — | — | (29,875 | ) | (29,875 | ) | (29,875 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of December 31, 2019
|
|
112,840,517
|
|
$
|
136,797
|
|
|
39,259,717
|
|
$
|
— $
|
|
|
2,012
|
|
|
244,691
|
|
$
|
(624
|
)
|
$
|
(170
|
)
|
$
|
(61,579
|
)
|
$
|
(60,361
|
)
|
$
|
76,436
|
|
|||||||||||
Exercise of common stock options
|
— | — | 2,231,540 | — | 961 | — | — | 170 | — | 1,131 | 1,131 | |||||||||||||||||||||||||||||||||
Repurchase of common stock
|
— | — | — | — | — | 263,031 | (826 | ) | — | — | (826 | ) | (826 | ) | ||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 2,569 | — | — | — | — | 2,569 | 2,569 | |||||||||||||||||||||||||||||||||
Exercise of Series D warrants
|
147,293 | 700 | — | — | — | — | — | — | — | — | 700 | |||||||||||||||||||||||||||||||||
Net loss and comprehensive loss
|
— | — | — | — | — | — | — | — | (17,985 | ) | (17,985 | ) | (17,985 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of December 31, 2020
|
|
112,987,810
|
|
$
|
137,497
|
|
|
41,491,257
|
|
$
|
—
|
|
$
|
5,542
|
|
|
507,722
|
|
$
|
(1,450
|
)
|
$
|
—
|
|
$
|
(79,564
|
)
|
$
|
(75,472
|
)
|
$
|
62,025
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, |
||||||||
2020
|
2019
|
|||||||
Operating Activities:
|
||||||||
Net loss
|
$ | (17,985 | ) | $ | (29,875 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities
|
||||||||
Depreciation
|
1,795 | 1,359 | ||||||
Provision for doubtful accounts
|
591 | 1,014 | ||||||
Inventory write-down
|
37 | 762 | ||||||
Stock-based compensation
|
2,569 | 858 | ||||||
Loss on sale of assets
|
— | 35 | ||||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
967 | (3,959 | ) | |||||
Inventory
|
(808 | ) | (2,180 | ) | ||||
Prepaid expenses
|
(333 | ) | 150 | |||||
Other current assets
|
840 | (1,644 | ) | |||||
Other assets
|
49 | 183 | ||||||
Accounts payable and accrued expenses
|
852 | (318 | ) | |||||
Other current liabilities
|
(366 | ) | 484 | |||||
Deferred rent
|
100 | 198 | ||||||
Other liabilities
|
175 | 220 | ||||||
Deferred revenue
|
5,058 | 2,046 | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(6,459 | ) | (30,667 | ) | ||||
|
|
|
|
|||||
Investing Activities:
|
||||||||
Purchases of property and equipment
|
(640 | ) | (4,770 | ) | ||||
Proceeds from sale and disposal of fixed assets
|
118 | 138 | ||||||
|
|
|
|
|||||
Net cash used in investing activities
|
(522 | ) | (4,632 | ) | ||||
|
|
|
|
|||||
Financing Activities:
|
||||||||
Proceeds from debt obligations
|
5,022 | — | ||||||
Proceeds from the issuance of Series D convertible preferred stock
|
— | 82,239 | ||||||
Costs from issuance of Series D convertible preferred stock
|
— | (113 | ) | |||||
Proceeds from exercise of Series D warrants
|
700 | 150 | ||||||
Proceeds from the exercise of common stock options
|
1,131 | 390 | ||||||
Repurchase of Seed Series convertible preferred stock
|
— | (805 | ) | |||||
Repurchase of common stock
|
(826 | ) | (624 | ) | ||||
Taxes paid related to net share settlement of equity awards
|
(98 | ) | — | |||||
Payment of financing costs
|
— | (38 | ) | |||||
Principal repayments of capital lease obligations
|
(1 | ) | (14 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities
|
5,928 | 81,185 | ||||||
|
|
|
|
|||||
Net change in cash and cash equivalents
|
(1,053 | ) | 45,886 | |||||
Cash and cash equivalents
|
||||||||
Beginning of year
|
59,768 | 13,882 | ||||||
|
|
|
|
|||||
End of year
|
$ | 58,715 | $ | 59,768 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid for interest
|
— | 1 | ||||||
Cash paid for income taxes
|
84 | 15 | ||||||
Supplemental disclosure of noncash financing activities
|
||||||||
Note receivable for exercise of common stock options . . . .
|
— | 170 |
• |
identifies the contract with a customer;
|
• |
identifies the performance obligations in the contract;
|
• |
determines the transaction price;
|
• |
allocates the transaction price to the performance obligations in the contract; and
|
• |
recognizes revenue when (or as) the entity satisfies a performance obligation.
|
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Balance at beginning of year
|
$ | 1,038 | $ | 175 | ||||
Additions
|
591 | 1,014 | ||||||
Write – offs
|
(559 | ) | (151 | ) | ||||
|
|
|
|
|||||
Balance at end of year
|
$ | 1,070 | $ | 1,038 | ||||
|
|
|
|
Level 1 | Quoted prices in active markets for identical assets or liabilities. | |
Level 2 | Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities | |
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Fair Value Measurements
|
||||||||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
December 31, 2020
|
||||||||||||||||
Money market funds included in cash and cash equivalents
|
$ | 56,907 | $ | — | $ | — | $ | 56,907 | ||||||||
Warrant liability
|
— | — | 545 | 545 | ||||||||||||
December 31, 2019
|
||||||||||||||||
Money market funds included in cash and cash equivalents
|
$ | 58,182 | $ | — | $ | — | $ | 58,182 | ||||||||
Warrant liability
|
— | — | 370 | 370 |
Year ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Balance at beginning of year
|
$ | 370 | $ | 150 | ||||
Change in fair value
|
175 | 220 | ||||||
|
|
|
|
|||||
Balance at end of year
|
$ | 545 | $ | 370 | ||||
|
|
|
|
Asset Classification
|
Estimated Useful Life
|
|
Machinery and equipment | 5 years | |
Leasehold improvements | Shorter of estimated useful life or remaining lease term | |
Computer equipment | 3 years | |
Computer software | 3 years | |
Furniture and fixtures | 3 years |
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Balance at beginning of year
|
$ | 1,260 | $ | 80 | ||||
Additions to warranty reserve
|
821 | 2,415 | ||||||
Claims fulfilled
|
(882 | ) | (1,235 | ) | ||||
Change in estimate related to
pre-existing
warranties
|
(635 | ) | — | |||||
|
|
|
|
|||||
Balance at end of year
|
$ | 564 | $ | 1,260 | ||||
|
|
|
|
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Hardware
|
$ | 52,119 | $ | 57,285 | ||||
Consumables
|
15,498 | 12,584 | ||||||
Services
|
4,234 | 2,680 | ||||||
|
|
|
|
|||||
Total Revenue
|
$ | 71,851 | $ | 72,549 | ||||
|
|
|
|
December 31,
|
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Machinery and equipment
|
$ | 4,761 | $ | 4,467 | ||||
Leasehold improvements
|
2,190 | 2,146 | ||||||
Computer equipment
|
1,109 | 1,048 | ||||||
Furniture and fixtures
|
345 | 307 | ||||||
Computer software
|
246 | 52 | ||||||
Construction in process
|
36 | 146 | ||||||
|
|
|
|
|||||
Property and equipment, gross
|
8,687 | 8,166 | ||||||
Less: Accumulated depreciation
|
(4,406 | ) | (2,613 | ) | ||||
|
|
|
|
|||||
Property and equipment, net
|
$ | 4,281 | $ | 5,553 | ||||
|
|
|
|
December 31,
|
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Raw material
|
$ | 1,669 | $ | 900 | ||||
Work in process
|
79 | 23 | ||||||
Finished goods
|
4,805 | 4,859 | ||||||
|
|
|
|
|||||
Total inventory
|
$ | 6,553 | $ | 5,782 | ||||
|
|
|
|
December 31,
|
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Warranty reserve
|
$ | 564 | $ | 1,260 | ||||
Compensation and benefits
|
3,100 | 2,893 | ||||||
VAR commissions
|
520 | — | ||||||
Professional services
|
2,907 | 1,101 | ||||||
Marketing and advertising
|
780 | 46 | ||||||
Other
|
297 | 460 | ||||||
|
|
|
|
|||||
Total accrued expense
|
$ | 8,168 | $ | 5,760 | ||||
|
|
|
|
December 31, 2020
|
||||||||||||||||||||
Share Issued
|
Issuance
|
Net
|
||||||||||||||||||
(in thousands, except for share counts)
|
Shares
Authorized
|
and
Outstanding |
Price Per
Share |
Carrying
Value |
Liquidation
Preference |
|||||||||||||||
Series Seed
|
18,233,848 | 17,918,211 | $ | 0.0618 | $ | 1,107 | $ | 1,107 | ||||||||||||
Series A
|
28,725,920 | 28,725,920 | 0.2959 | 8,437 | 8,500 | |||||||||||||||
Series B
|
34,391,480 | 34,391,480 | 0.4414 | 15,096 | 15,180 | |||||||||||||||
Series C
|
14,468,290 | 14,468,290 | 2.0735 | 29,881 | 30,000 | |||||||||||||||
Series D
|
17,599,646 | 17,483,909 | 4.7523 | 82,976 | 83,089 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total convertible preferred stock
|
113,419,184 | 112,987,810 | $ | 137,497 | $ | 137,876 | ||||||||||||||
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||||||||||||
Share Issued
|
Issuance
|
Net
|
||||||||||||||||||
(in thousands, except for share counts)
|
Shares
Authorized |
and
Outstanding |
Price Per
Share |
Carrying
Value |
Liquidation
Preference |
|||||||||||||||
Series Seed
|
18,233,848 | 17,918,211 | $ | 0.0618 | $ | 1,107 | $ | 1,107 | ||||||||||||
Series A
|
28,725,920 | 28,725,920 | 0.2959 | 8,437 | 8,500 | |||||||||||||||
Series B
|
34,391,480 | 34,391,480 | 0.4414 | 15,096 | 15,180 | |||||||||||||||
Series C
|
14,468,290 | 14,468,290 | 2.0735 | 29,881 | 30,000 | |||||||||||||||
Series D
|
17,599,646 | 17,336,616 | 4.7523 | 82,276 | 82,389 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total convertible preferred stock
|
113,419,184 | 112,840,517 | $ | 136,797 | $ | 137,176 | ||||||||||||||
|
|
|
|
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Common stock options outstanding
|
19,420,305 | 13,162,473 | ||||||
Shares available for issuance under the plan
|
4,649,322 | 2,823,610 | ||||||
Convertible preferred stock outstanding
|
112,987,810 | 112,840,517 | ||||||
Warrants to purchase Series D convertible preferred stock
|
115,737 | 263,030 | ||||||
Common stock warrants outstanding
|
190,000 | 190,000 | ||||||
|
|
|
|
|||||
Total shares of authorized common stock reserved for future issuance
|
137,363,174 | 129,279,630 | ||||||
|
|
|
|
Number of
Shares |
Weighted-Average
Exercise Price (Per Share) |
Weighted-Average
Remaining Contractual Life (in years) |
||||||||||
Outstanding at December 31, 2019
|
13,162,473 | $ | 1.16 | 7.51 | ||||||||
Granted
|
9,890,563 | 2.06 | ||||||||||
Exercised
|
(2,231,540 | ) | 0.42 | |||||||||
Forfeited
|
(1,401,191 | ) | 1.08 | |||||||||
|
|
|||||||||||
Outstanding at December
31,
2020 |
19,420,305 | $ | 1.72 | 8.71 | ||||||||
|
|
|||||||||||
Options exercisable at December
31, 2019
|
4,561,561 | 0.37 | 4.14 | |||||||||
Options exercisable at December
31, 2020
|
4,700,993 | $ | 0.98 | 6.84 |
(in thousands, except weighted average)
|
2020
|
2019
|
||||||
Weighted-average grant date fair value of options granted
|
$ | 1.28 | $ | 0.92 | ||||
Intrinsic value of options exercised
|
4,455 | 3,909 |
Year Ended
December 31, |
||||||||
2020
|
2019
|
|||||||
Expected option term (in years)
|
5.86 | 6.07 | ||||||
Expected volatility
|
53.1 | % | 52.6 | % | ||||
Risk-free interest rate
|
0.56 | % | 1.89 | % | ||||
Expected dividend yield
|
— | % | — | % | ||||
Fair value of common stock (per share)
|
$ | 2.36 | $ | 1.81 |
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Cost of revenue
|
$ | 589 | $ | 186 | ||||
Research and development
|
693 | 307 | ||||||
Sales and marketing
|
578 | 262 | ||||||
General and administrative
|
709 | 103 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense
|
$ | 2,569 | $ | 858 | ||||
|
|
|
|
Year Ended
December 31, |
||||||||
2020
|
2019
|
|||||||
Expected (remaining) option term (in years)
|
4.13 | 5.14 | ||||||
Expected volatility
|
55.4 | % | 52.4 | % | ||||
Risk-free interest rate
|
0.36 | % | 1.69 | % | ||||
Expected dividend yield
|
— | % | — | % | ||||
Fair value of common stock (per share)
|
2.93 | 2.00 |
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Loss before income taxes:
|
||||||||
Domestic
|
$ | (18,269 | ) | $ | (29,944 | ) | ||
Foreign
|
395 | 84 | ||||||
|
|
|
|
|||||
Total
|
$ | (17,874 | ) | $ | (29,860 | ) | ||
|
|
|
|
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Current Provision
|
||||||||
Federal
|
$ | — | $ | — | ||||
State
|
5 | 10 | ||||||
Foreign
|
106 | 5 | ||||||
|
|
|
|
|||||
Total current provision
|
111 | 15 | ||||||
|
|
|
|
|||||
Deferred Provision
|
||||||||
Federal
|
— | — | ||||||
State
|
— | — | ||||||
Foreign
|
— | — | ||||||
|
|
|
|
|||||
Total deferred provision
|
— | — | ||||||
|
|
|
|
|||||
Total income tax expense
|
$ | 111 | $ | 15 | ||||
|
|
|
|
Year Ended
December 31, |
||||||||
% of Pretax Loss
|
||||||||
2020
|
2019
|
|||||||
Statutory US federal rate
|
21.00 | % | 21.00 | % | ||||
State income taxes
|
1.85 | 2.19 | ||||||
Stock-based compensation
|
(1.06 | ) | (0.23 | ) | ||||
Nondeductible expenses
|
(0.61 | ) | (0.22 | ) | ||||
Global intangible
low-taxed
income
|
(0.46 | ) | (0.06 | ) | ||||
Research & development credits
|
3.48 | 2.35 | ||||||
Valuation allowance
|
(25.18 | ) | (25.65 | ) | ||||
Change in statutory tax rate
|
(0.20 | ) | — | |||||
Other rate items
|
0.24 | 0.50 | ||||||
|
|
|
|
|||||
Effective tax rate
|
(0.94 | )% | (0.12 | )% | ||||
|
|
|
|
December 31,
|
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Deferred tax assets
|
||||||||
Amortization
|
23 | 27 | ||||||
Deferred revenue
|
318 | 86 | ||||||
Deferred expenses
|
280 | 322 | ||||||
Reserves
|
560 | 713 | ||||||
Accrued expenses
|
453 | 97 | ||||||
Stock compensation
|
372 | 43 | ||||||
Uniform capitalization
|
45 | 31 | ||||||
Net operating losses
|
16,266 | 13,184 | ||||||
Research and development credits
|
3,085 | 2,467 | ||||||
Other state credits
|
147 | 141 | ||||||
|
|
|
|
|||||
Gross deferred tax assets
|
$ | 21,546 | $ | 17,111 | ||||
Less: Valuation allowance
|
(21,507 | ) | (17,001 | ) | ||||
Deferred tax liabilities
|
||||||||
Depreciation
|
(39 | ) | (110 | ) | ||||
Unrealized foreign currency loss
|
(3 | ) | — | |||||
|
|
|
|
|||||
Net deferred tax assets
|
$ | — | $ | — | ||||
|
|
|
|
Year Ended
December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Balance at beginning of year
|
$ | 17,001 | $ | 9,343 | ||||
Additions charged to expense
|
4,465 | 7,658 | ||||||
|
|
|
|
|||||
Balance at end of year
|
$ | 21,466 | $ | 17,001 | ||||
|
|
|
|
(in thousands)
|
Amount
|
|||
2021
|
$ | 2,150 | ||
2022
|
2,866 | |||
2023
|
3,070 | |||
2024
|
2,132 | |||
2025
|
2,089 | |||
After 2025
|
5,088 | |||
|
|
|||
Total future minimum lease payments
|
$ | 17,395 | ||
|
|
Year Ended December 31,
|
||||||||
(in thousands, except per share amounts)
|
2020
|
2019
|
||||||
Numerator for basic and diluted net loss per share:
|
||||||||
Net loss
|
$ | (17,985 | ) | $ | (29,875 | ) | ||
Deemed dividend – repurchase of Series Seed convertible preferred stock
|
— | (785 | ) | |||||
Deemed dividend – repurchase of common stock
|
(826 | ) | (624 | ) | ||||
|
|
|
|
|||||
Net loss attributable to MarkForged, Inc. common stockholders
|
$ | (18,811 | ) | $ | (31,284 | ) | ||
Denominator for basic and diluted net loss per share:
|
||||||||
Weighted average shares outstanding
|
40,258,968 | 38,673,218 | ||||||
Net loss per common share:
|
||||||||
Basic
|
$ | (0.47 | ) | $ | (0.81 | ) | ||
Diluted
|
$ | (0.47 | ) | $ | (0.81 | ) |
Years ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Convertible preferred stock
|
112,987,810 | 112,840,517 | ||||||
Unvested awards
|
19,599,305 | 13,656,557 | ||||||
Warrants
|
190,000 | 190,000 | ||||||
|
|
|
|
|||||
Total
|
132,777,115 | 126,687,074 | ||||||
|
|
|
|
Revenue during the
years ended December 31, |
||||||||
(in thousands)
|
2020
|
2019
|
||||||
Americas
|
$ | 40,837 | $ | 53,183 | ||||
EMEA
|
19,214 | 12,142 | ||||||
APAC
|
11,800 | 7,224 | ||||||
|
|
|
|
|||||
Total
|
$ | 71,851 | $ | 72,549 | ||||
|
|
|
|
June 30, 2021
|
December 31, 2020
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 306,896 | $ | 919,823 | ||||
Prepaid expenses
|
248,596 | 314,351 | ||||||
|
|
|
|
|||||
Total current assets
|
555,492 | 1,234,174 | ||||||
Investments held in Trust Account
|
215,099,354 | 215,076,225 | ||||||
|
|
|
|
|||||
Total Assets
|
$
|
215,654,846
|
|
$
|
216,310,399
|
|
||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 4,921 | $ | 115,360 | ||||
Accrued expenses
|
2,715,966 | 24,847 | ||||||
|
|
|
|
|||||
Total current liabilities
|
2,720,887 | 140,207 | ||||||
Deferred underwriting commissions
|
7,525,000 | 7,525,000 | ||||||
Derivative warrant liabilities
|
19,607,500 | 17,902,500 | ||||||
|
|
|
|
|||||
Total liabilities
|
29,853,387 | 25,567,707 | ||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 18,080,145 and 18,574,269 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively
|
180,801,450 | 185,742,690 | ||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 3,419,855 and 2,925,731 shares issued and outstanding (excluding 18,080,145 and 18,574,269 shares subject to
|
342 | 293 | ||||||
possible redemption) at June 30, 2021 and December 31, 2020, respectively
|
||||||||
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,375,000 shares issued and outstanding at June 30, 2021 and December 31, 2020
|
538 | 538 | ||||||
Additional
paid-in
capital
|
12,551,921 | 7,610,730 | ||||||
Accumulated deficit
|
(7,552,792 | ) | (2,611,559 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity
|
5,000,009 | 5,000,002 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
215,654,846
|
|
$
|
216,310,399
|
|
||
|
|
|
|
For the Three Months
Ended June 30, 2021 |
For the Six Months
Ended June 30, 2021 |
For the period from
June 24, 2020 (inception) through June 30, 2020 |
||||||||||
General and administrative expenses
|
$ | 1,104,977 | $ | 3,199,362 | $ | 11,030 | ||||||
Administrative expenses - related party
|
30,000 | 60,000 | — | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
(1,134,977 | ) | (3,259,362 | ) | (11,030 | ) | ||||||
Other income (expenses)
|
||||||||||||
Change in fair value of derivative warrant liabilities
|
3,069,000 | (1,705,000 | ) | — | ||||||||
Net gain from investments held in Trust Account
|
3,248 | 23,129 | — | |||||||||
|
|
|
|
|
|
|||||||
Net income (loss)
|
$ | 1,937,271 | $ | (4,941,233 | ) | $ | (11,030 | ) | ||||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
21,500,000 | 21,500,000 | — | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income per share, Class A ordinary shares
|
$ | 0.00 | $ | 0.00 | $ | — | ||||||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
5,375,000 | 5,375,000 | 5,000,000 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per share, Class B ordinary shares
|
$ | 0.36 | $ | (0.92 | ) | $ | (0.00 | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Ordinary Shares
|
||||||||||||||||||||||||||||
Class A
|
Class B
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance - December 31, 2020
|
|
2,925,731
|
|
$
|
293
|
|
|
5,375,000
|
|
$
|
538
|
|
$
|
7,610,730
|
|
$
|
(2,611,559
|
)
|
$
|
5,000,002
|
|
|||||||
Shares subject to possible redemption
|
|
687,851
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
6,878,442
|
|
|
—
|
|
|
6,878,510
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,878,504
|
)
|
|
(6,878,504
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (Unaudited)
|
|
3,613,582
|
|
$
|
361
|
|
|
5,375,000
|
|
$
|
538
|
|
$
|
14,489,172
|
|
$
|
(9,490,063
|
)
|
$
|
5,000,008
|
|
|||||||
Shares subject to possible redemption
|
|
(193,727
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(1,937,251
|
)
|
|
—
|
|
|
(1,937,270
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,937,271
|
|
|
1,937,271
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (Unaudited)
|
|
3,419,855
|
|
$
|
342
|
|
|
5,375,000
|
|
$
|
538
|
|
$
|
12,551,921
|
|
$
|
(7,552,792
|
)
|
$
|
5,000,009
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
||||||||||||||||||||||||||||
Class A
|
Class B
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance - June 24, 2020 (inception)
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||
Issuance of Class B ordinary shares to Sponsor
|
|
—
|
|
|
—
|
|
|
5,750,000
|
|
|
575
|
|
|
24,425
|
|
|
—
|
|
|
25,000
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,030
|
)
|
|
(11,030
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2020 (unaudited)
|
|
—
|
|
$
|
—
|
|
|
5,750,000
|
|
$
|
575
|
|
$
|
24,425
|
|
$
|
(11,030
|
)
|
$
|
13,970
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended
June 30, 2021 |
For the period from June 24,
2020 (inception) through June 30, 2020 |
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$ | (4,941,233 | ) | $ | (11,030 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Change in fair value of derivative warrant liabilities
|
1,705,000 | — | ||||||
Net gain from investments held in Trust Account
|
(23,129 | ) | — | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
65,755 | — | ||||||
Accounts payable
|
(110,439 | ) | — | |||||
Accrued expenses
|
2,691,119 | 11,030 | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(612,927 | ) | — | |||||
|
|
|
|
|||||
Net change in cash
|
(612,927 | ) | — | |||||
Cash - beginning of the period
|
919,823 | — | ||||||
|
|
|
|
|||||
Cash - end of the period
|
$
|
306,896
|
|
$
|
—
|
|
||
|
|
|
|
|||||
Supplemental disclosure of
non-cash
investing and financing activities:
|
||||||||
Deferred offering costs included in accrued expenses
|
$ | — | $ | 158,237 | ||||
Deferred offering costs included in accounts payable
|
$ | — | $ | 8,000 | ||||
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor
|
$ | — | $ | 25,000 | ||||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | (4,941,240 | ) | $ | — |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
For the Three Months
|
For the Six Months
|
|||||||
Ended June 30, 2021
|
Ended June 30, 2021
|
|||||||
Class A ordinary share
|
||||||||
Numerator: Income allocable to Class A ordinary share
|
||||||||
Income from investments held in Trust Account
|
$ | 3,248 | $ | 23,129 | ||||
Less: Company’s portion available to be withdrawn to pay taxes
|
— | — | ||||||
|
|
|
|
|||||
Net income attributable to Class A ordinary share
|
$
|
3,248
|
|
$
|
23,129
|
|
||
|
|
|
|
|||||
Denominator: Weighted average Class A ordinary share
|
||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary share
|
|
21,500,000
|
|
|
21,500,000
|
|
||
|
|
|
|
|||||
Basic and diluted net income per share, Class A ordinary share
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Class B ordinary share
|
||||||||
Numerator: Net income (loss) minus net income allocable to Class A ordinary share
|
||||||||
Net income (loss)
|
$ | 1,937,271 | $ | (4,941,233 | ) | |||
Net income allocable to Class A ordinary share
|
3,248 | 23,129 | ||||||
|
|
|
|
|||||
Net income (loss) attributable to Class B ordinary share
|
$
|
1,934,023
|
|
$
|
(4,964,362
|
)
|
||
|
|
|
|
|||||
Denominator: Weighted average Class B ordinary share
|
||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary share
|
|
5,375,000
|
|
|
5,375,000
|
|
||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B ordinary share
|
$
|
0.36
|
|
$
|
(0.92
|
)
|
||
|
|
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below);
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders;
|
• |
if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and
|
• |
if, and only if, there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the
30-day
period after written notice of redemption is given.
|
Description
|
Quoted
Prices in Active Markets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Other Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
Money market fund
|
$ | 215,099,354 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public
|
$ | 12,362,500 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private
|
$ | — | $ | — | $ | 7,245,000 |
Description
|
Quoted
Prices in Active Markets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Other Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
U.S Treasury bills maturing on February 18, 2021
|
$ | 215,076,225 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public
|
$ | 11,287,500 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private
|
$ | — | $ | — | $ | 6,615,000 |
As of
December 31, 2020 |
As of
June 30, 2021 |
|||||||
Volatility
|
25.8 | % | 36.2 | % | ||||
Stock price
|
$ | 10.77 | 9.98 | % | ||||
Risk-free rate
|
0.43 | % | 8.88 | % | ||||
Dividend yield
|
0.0 | % | 0.0 | % |
Level 3 - Derivative warrant liabilities at December 31, 2020
|
$ | 6,615,000 | ||
Change in fair value of derivative warrant liabilities
|
1,764,000 | |||
|
|
|||
Level 3 - Derivative warrant liabilities at March 31, 2021
|
$ | 8,379,000 | ||
Change in fair value of derivative warrant liabilities
|
(1,134,000 | ) | ||
|
|
|||
Level 3 - Derivative warrant liabilities at June 30, 2021
|
$ | 7,245,000 | ||
|
|
|
185,251,837
|
|
Shares of New Common Stock outstanding
|
|
8,524,984 | Shares of New Common Stock subject to outstanding New Warrants (of which 3,150,000 are in respect of private placement warrants held by Sponsor) | |||
18,434,577 | Shares of New Common Stock subject to outstanding options and RSUs under the Markforged Holding Corporation 2021 Stock Option and Incentive Plan (the “2021 Plan”) | |||
|
212,211,398
|
|
Total outstanding equity at closing, including vested and unvested options and RSUs
|
|
24,065,423 | Shares of New Common Stock reserved for issuance under the 2021 Plan | |||
4,700,000 | Shares of New Common Stock reserved for future issuance under the Markforged Holding Corporation 2021 Employee Stock Purchase Plan | |||
14,666,667 | Shares of New Common Stock reserved for future issuance as Markforged Earnout Shares and/or Earnout RSUs |
Assets
|
||||
Current assets:
|
||||
Cash
|
$ | 919,823 | ||
Prepaid expenses
|
314,351 | |||
|
|
|||
Total current assets
|
1,234,174 | |||
Investments held in Trust Account
|
215,076,225 | |||
|
|
|||
Total Assets
|
$
|
216,310,399
|
|
|
|
|
|||
Liabilities and Shareholders’ Equity
|
||||
Current liabilities:
|
||||
Accounts payable
|
$ | 115,360 | ||
Accrued expenses
|
24,847 | |||
|
|
|||
Total current liabilities
|
140,207 | |||
Deferred underwriting commissions
|
7,525,000 | |||
Derivative warrant liabilities
|
17,902,500 | |||
|
|
|||
Total liabilities
|
25,567,707 | |||
Commitments and Contingencies
|
||||
Class A ordinary shares, $0.0001 par value; 18,574,269 shares subject to possible redemption at $10.00 per share
|
185,742,690 | |||
Shareholders’ Equity
|
||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 2,925,731 shares issued and outstanding (excluding 18,574,269 shares subject to possible redemption)
|
293 | |||
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,375,000 shares issued and outstanding
|
538 | |||
Additional
paid-in
capital
|
7,610,730 | |||
Accumulated deficit
|
(2,611,559 | ) | ||
|
|
|||
Total shareholders’ equity
|
5,000,002 | |||
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
216,310,399
|
|
|
|
|
General and administrative expenses
|
$ | 340,824 | ||
Administrative expenses – related party
|
40,000 | |||
|
|
|||
Loss from operations
|
(380,824 | ) | ||
Other income (expenses)
|
||||
Change in fair value of derivative warrant liabilities
|
(1,705,000 | ) | ||
Offering costs associated with derivative warrant liabilities
|
(601,960 | ) | ||
Net gain from investments held in Trust Account
|
76,225 | |||
|
|
|||
Net loss
|
$ | (2,611,559 | ) | |
|
|
|||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
21,500,000 | |||
|
|
|||
Basic and diluted net income per share, Class A ordinary shares
|
$ | 0.00 | ||
|
|
|||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
5,265,873 | |||
|
|
|||
Basic and diluted net loss per share, Class B ordinary shares
|
$ | (0.51 | ) | |
|
|
Ordinary Shares
|
Additional
Paid-in
Capital |
Accumulated
Deficit |
Total
Shareholders’ Equity |
|||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance – June 24, 2020 (inception)
|
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
— | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, less fair value of public warrants
|
21,500,000 | 2,150 | — | — | 204,785,350 | — | 204,787,500 | |||||||||||||||||||||
Offering costs
|
— | — | — | — | (11,773,249 | ) | — | (11,773,249 | ) | |||||||||||||||||||
Excess of cash received over fair value of private placement warrants
|
— | — | — | — | 315,000 | — | 315,000 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares
|
— | — | (375,000 | ) | (37 | ) | 37 | — | — | |||||||||||||||||||
Shares subject to possible redemption
|
(18,574,269 | ) | (1,857 | ) | — | — | (185,740,833 | ) | — | (185,742,690 | ) | |||||||||||||||||
Net loss
|
— | — | — | — | — | (2,611,559 | ) | (2,611,559 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020
|
|
2,925,731
|
|
$
|
293
|
|
|
5,375,000
|
|
$
|
538
|
|
$
|
7,610,730
|
|
$
|
(2,611,559
|
)
|
$
|
5,000,002
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (2,611,559 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
General and administrative expenses paid by related party under note payable
|
25,000 | |||
Change in fair value of derivative warrant liabilities
|
1,705,000 | |||
Offering costs associated with derivative warrant liabilities
|
601,960 | |||
Net gain from investments held in Trust Account
|
(76,225 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(314,351 | ) | ||
Accounts payable
|
30,360 | |||
Accrued expenses
|
24,847 | |||
|
|
|||
Net cash used in operating activities
|
(614,968 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Cash deposited in Trust Account
|
(215,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(215,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from note payable to related parties
|
65,000 | |||
Repayment of note payable to related parties
|
(162,854 | ) | ||
Proceeds received from initial public offering, gross
|
215,000,000 | |||
Proceeds received from private placement
|
6,300,000 | |||
Offering costs paid
|
(4,667,355 | ) | ||
|
|
|||
Net cash provided by financing activities
|
216,534,791 | |||
|
|
|||
Net change in cash
|
919,823 | |||
Cash – beginning of the period
|
— | |||
|
|
|||
Cash – ending of the period
|
$
|
919,823
|
|
|
|
|
|||
Supplemental disclosure of
non-cash
investing and financing activities:
|
||||
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor
|
$ | 25,000 | ||
Offering costs included in accounts payable
|
$ | 85,000 | ||
Offering costs included in note payable – related party
|
$ | 72,854 | ||
Deferred underwriting commissions
|
$ | 7,525,000 | ||
Initial value of Class A ordinary shares subject to possible redemption
|
$ | 187,650,100 | ||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | (1,907,410 | ) |
As of December 31, 2020
|
||||||||||||
As Previously
Reported |
Restatement
Adjustment |
As Restated
|
||||||||||
Balance Sheet
|
||||||||||||
Total assets
|
$ | 216,310,399 | $ | — | $ | 216,310,399 | ||||||
|
|
|
|
|
|
|||||||
Liabilities and shareholders’ equity
|
||||||||||||
Total current liabilities
|
$ | 140,207 | $ | — | $ | 140,207 | ||||||
Deferred legal fees
|
— | — | ||||||||||
Deferred underwriting commissions
|
7,525,000 | — | 7,525,000 | |||||||||
Derivative warrant liabilities
|
— | 17,902,500 | 17,902,500 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities
|
7,665,207 | 17,902,500 | 25,567,707 | |||||||||
Class A ordinary shares, $0.0001 par value; shares subject to
possible redemption |
203,645,190 | (17,902,500 | ) | 185,742,690 | ||||||||
Shareholders’ equity
|
||||||||||||
Preference shares – $0.0001 par value
|
— | — | — | |||||||||
Class A ordinary shares – $0.0001 par value
|
114 | 179 | 293 | |||||||||
Class B ordinary shares – $0.0001 par value
|
538 | — | 538 | |||||||||
Additional
paid-in-capital
|
5,303,949 | 2,306,781 | 7,610,730 | |||||||||
Accumulated deficit
|
(304,599 | ) | (2,306,960 | ) | (2,611,559 | ) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity
|
5,000,002 | — | 5,000,002 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders’ equity
|
$ | 216,310,399 | $ | — | $ | 216,310,399 | ||||||
|
|
|
|
|
|
Period From June 24, 2020 (Inception)
Through December 31, 2020 |
||||||||||||
As Previously
Reported |
Restatement
Adjustment |
As Restated
|
||||||||||
Statement of Operations
|
||||||||||||
Loss from operations
|
$ | (380,824 | ) | $ | — | $ | (380,824 | ) | ||||
Other (expense) income:
|
||||||||||||
Change in fair value of derivative warrant liabilities
|
— | (1,705,000 | ) | (1,705,000 | ) | |||||||
Offering costs associated with derivative warrant liabilities
|
— | (601,960 | ) | (601,960 | ) | |||||||
Net gain from investments held in Trust Account
|
76,225 | — | 76,225 | |||||||||
|
|
|
|
|
|
|||||||
Total other (expense) income
|
76,225 | (2,306,960 | ) | (2,230,735 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss
|
$ | (304,599 | ) | $ | (2,306,960 | ) | $ | (2,611,559 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average Class A ordinary shares outstanding
|
21,500,000 | — | 21,500,000 | |||||||||
Basic and Diluted net loss per Class A share
|
$ | 0.00 | — | $ | 0.00 | |||||||
Basic and Diluted weighted-average Class B ordinary shares outstanding
|
5,265,873 | — | 5,265,873 | |||||||||
Basic and Diluted net loss per Class B share
|
$ | (0.07 | ) | — | $ | (0.51 | ) |
Period From June 24, 2020 (Inception)
Through December 31, 2020 |
||||||||||||
As Previously
Reported |
Restatement
Adjustment |
As Restated
|
||||||||||
Statement of Cash Flows
|
||||||||||||
Net loss
|
$ | (304,599 | ) | $ | (2,306,960 | ) | $ | (2,611,559 | ) | |||
Change in fair value of derivative warrant liabilities
|
— | $ | 1,705,000 | 1,705,000 | ||||||||
Offering costs associated with derivative warrant liabilities
|
— | 601,960 | 601,960 | |||||||||
Net cash used in operating activities
|
(614,968 | ) | — | (614,968 | ) | |||||||
Net cash used in investing activities
|
(215,000,000 | ) | — | (215,000,000 | ) | |||||||
Net cash provided by financing activities
|
216,534,791 | — | 216,534,791 | |||||||||
|
|
|
|
|
|
|||||||
Net change in cash
|
$ | 919,823 | $ | — | $ | 919,823 | ||||||
|
|
|
|
|
|
As of August 20, 2020
|
||||||||||||
As Previously
Reported |
Restatement
Adjustment |
As Restated
|
||||||||||
Balance Sheet
|
||||||||||||
Total assets
|
$ | 216,841,686 | $ | — | $ | 216,841,686 | ||||||
|
|
|
|
|
|
|||||||
Liabilities and shareholders’ equity
|
||||||||||||
Total current liabilities
|
$ | 469,077 | $ | — | $ | 469,077 | ||||||
Deferred legal fees
|
— | — | ||||||||||
Deferred underwriting commissions
|
7,525,000 | — | 7,525,000 | |||||||||
Derivative warrant liabilities
|
— | 16,197,500 | 16,197,500 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities
|
7,994,077 | 16,197,500 | 24,191,577 | |||||||||
Class A ordinary shares, $0.0001 par value; shares subject to
possible redemption |
203,847,600 | (16,197,500 | ) | 187,650,100 | ||||||||
Shareholders’ equity
|
||||||||||||
Preference shares – $0.0001 par value
|
— | — | — | |||||||||
Class A ordinary shares – $0.0001 par value
|
112 | 161 | 273 | |||||||||
Class B ordinary shares – $0.0001 par value
|
538 | — | 538 | |||||||||
Additional
paid-in-capital
|
5,116,691 | 601,799 | 5,718,490 | |||||||||
Accumulated deficit
|
(117,332 | ) | (601,960 | ) | (719,292 | ) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity
|
5,000,009 | — | 5,000,009 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders’ equity
|
$ | 216,841,686 | $ | — | $ | 216,841,686 | ||||||
|
|
|
|
|
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below);
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders;
|
• |
if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and
|
• |
if, and only if, there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the
30-day
period after written notice of redemption is given.
|
Description
|
Quoted Prices
in Active Markets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant Other
Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$ | 215,076,225 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities – Public
|
$ | 11,287,500 | $ | — | $ | — | ||||||
Derivative warrant liabilities – Private
|
$ | — | $ | — | $ | 6,615,000 |
As of August 20, 2020
|
As of December 31, 2020
|
|||||||
Volatility
|
45.0 | % | 25.8 | % | ||||
Stock price
|
n/a | $ | 10.77 | |||||
Risk-free rate
|
0.35 | % | 0.43 | % | ||||
Dividend yield
|
0.0 | % | 0.0 | % |
Level 3 Derivative warrant liabilities at June 24, 2020 (inception)
|
$ | — | ||
Issuance of Public and Private Warrants
|
16,197,500 | |||
Transfer to Level 1 measurement – Public Warrants
|
(10,212,500 | ) | ||
Change in fair value of derivative warrant liabilities
|
630,000 | |||
|
|
|||
Level 3 Derivative warrant liabilities at December 31, 2020
|
$ | 6,615,000 | ||
|
|
As of September 30, 2020
|
||||||||||||
As Previously
Reported |
Restatement
Adjustment |
As Restated
|
||||||||||
Balance Sheet
|
||||||||||||
Total assets
|
$ | 216,445,723 | $ | — | $ | 216,445,723 | ||||||
|
|
|
|
|
|
|||||||
Liabilities and shareholders’ equity
|
||||||||||||
Total current liabilities
|
$ | 161,956 | $ | — | $ | 161,956 | ||||||
Deferred legal fees
|
— | |||||||||||
Deferred underwriting commissions
|
7,525,000 | — | 7,525,000 | |||||||||
Derivative warrant liabilities
|
— | 16,197,500 | 16,197,500 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities
|
7,686,956 | 16,197,500 | 23,884,456 | |||||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption
|
203,758,760 | (16,197,500 | ) | 187,561,260 | ||||||||
Shareholders’ equity
|
||||||||||||
Preference shares – $0.0001 par value
|
— | — | — | |||||||||
Class A ordinary shares – $0.0001 par value
|
112 | 162 | 274 | |||||||||
Class B ordinary shares – $0.0001 par value
|
538 | — | 538 | |||||||||
Additional
paid-in-capital
|
5,190,381 | 601,798 | 5,792,179 | |||||||||
Accumulated deficit
|
(191,024 | ) | (601,960 | ) | (792,984 | ) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity
|
5,000,007 | — | 5,000,007 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders’ equity
|
$ | 216,445,723 | $ | — | $ | 216,445,723 | ||||||
|
|
|
|
|
|
Period From June 24, 2020 (Inception)
Through September 30, 2020 |
||||||||||||
As Previously
Reported |
Restatement
Adjustment |
As Restated
|
||||||||||
Unaudited Condensed Statement of Operations
|
||||||||||||
Loss from operations
|
$ | (201,002 | ) | $ | — | $ | (201,002 | ) | ||||
Other (expense) income:
|
||||||||||||
Change in fair value of warrant liabilities
|
— | — | — | |||||||||
Offering costs associated with derivative warrant liabilities
|
— | (601,960 | ) | (601,960 | ) | |||||||
Net gain from investments held in Trust Account
|
9,978 | — | 9,978 | |||||||||
|
|
|
|
|
|
|||||||
Total other (expense) income
|
9,978 | (601,960 | ) | (591,982 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss
|
$ | (191,024 | ) | $ | (601,960 | ) | $ | (792,984 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average Class A ordinary shares outstanding
|
21,500,000 | — | 21,500,000 | |||||||||
Basic and Diluted net loss per Class A share
|
$ | 0.00 | — | $ | 0.00 | |||||||
Basic and Diluted weighted-average Class B ordinary shares outstanding
|
5,162,280 | — | 5,162,280 | |||||||||
Basic and Diluted net loss per Class B share
|
$ | (0.04 | ) | — | $ | (0.16 | ) | |||||
Unaudited Condensed Statement of Cash Flows
|
||||||||||||
Net loss
|
$ | (191,024 | ) | $ | (601,960 | ) | $ | (792,984 | ) | |||
Offering costs associated with derivative warrant liabilities
|
— | 601,960 | 601,960 | |||||||||
Net cash used in operating activities
|
(393,915 | ) | — | (393,915 | ) | |||||||
Net cash used in investing activities
|
(215,000,000 | ) | — | (215,000,000 | ) | |||||||
Net cash provided by financing activities
|
216,459,791 | — | 216,459,791 | |||||||||
|
|
|
|
|
|
|||||||
Net change in cash
|
$ | 1,065,876 | $ | — | $ | 1,065,876 | ||||||
|
|
|
|
|
|
SEC registration fee
|
$ | 178,977 | ||
Accounting fees and expenses
|
* | |||
Legal fees and expenses
|
* | |||
Financial printing and miscellaneous expenses
|
— | |||
Total
|
$ | * |
* |
These fees and expenses depend on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
|
• |
On August 20, 2020, AONE issued 3,150,000 private placement warrants to the Sponsor concurrently with the closing of AONE’s IPO; and
|
• |
On July 14, 2021, we issued 21,000,000 shares of common stock to certain qualified institutional buyers and accredited investors that agreed to purchase such shares in connection with the Business Combination for aggregate consideration of $210,000,000.
|
* |
To be filed by amendment.
|
** |
Previously filed.
|
+ |
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
† |
Indicates management contract or compensatory plan.
|
(1) |
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of
|
distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form
S-1
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
(2) |
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
|
(3) |
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
|
(4) |
that, for the purpose of determining liability under the Securities Act to any purchaser:
|
(5) |
that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(a) |
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(b) |
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(c) |
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
|
(d) |
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
MARKFORGED HOLDING CORPORATION
|
||
By:
|
/s/ Shai Terem
|
|
Name: Shai Terem
|
||
Title:
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Shai Terem
Shai Terem
|
Director, President, and Chief
Executive Officer
(Principal Executive Officer)
|
August 12, 2021 | ||
/s/ Mark Schwartz
Mark Schwartz
|
Chief Financial Officer
(Principal Financial Officer and
Principal
Accounting Officer)
|
August 12, 2021 | ||
/s/ Edward Anderson
Edward Anderson
|
Director | August 12, 2021 | ||
/s/ Kevin Earnest Hartz
Kevin Earnest Hartz
|
Director | August 12, 2021 | ||
/s/ Gregory Mark
Gregory Mark
|
Director | August 12, 2021 | ||
/s/ Michael Medici
Michael Medici
|
Director | August 12, 2021 | ||
/s/ Paul Milbury
Paul Milbury
|
Director | August 12, 2021 | ||
/s/ Antonio Rodriguez
Antonio Rodriguez
|
Director | August 12, 2021 | ||
/s/ Carol Meyers
Carol Meyers
|
Director | August 12, 2021 | ||
/s/ Alan Masarek
Alan Masarek
|
Director |
August 12, 2021
|
Exhibit 5.1
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
August 12, 2021
Markforged Holding Corporation
480 Pleasant St.
Watertown, MA 02472
Re: Securities Registered under Registration Statement on Form S-1
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (as amended or supplemented, the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration by Markforged Holding Corporation, a Delaware corporation (the Company) of up to 162,174,248 shares of the Companys common stock (the Common Stock), which includes (i) 155,874,248 shares of Common Stock, $0.0001 par value per share (the Selling Securityholder Shares) to be sold by the selling securityholders listed in the Registration Statement under Selling Securityholders (the Selling Securityholders), (ii) 3,150,000 Warrants to purchase Common Stock (the Selling Securityholder Warrants) to be sold by the Selling Securityholders and (iii) up to 3,150,000 shares of Common Stock (the Warrant Shares) that may be issued upon exercise of outstanding warrants to purchase Common Stock (the Warrants).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
In our examination of the documents relevant to the opinions set forth below, we have assumed, without independent verification, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity and completeness of all documents submitted to us as originals, (iv) the conformity to originals of any documents submitted to us as copies or by facsimile or other means of electronic transmission and (v) the truth, accuracy and completeness of information, representations and warranties contained in relevant documents. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and action by governmental agencies covered by this opinion letter, unless a reported decision of a court in the relevant jurisdiction has held otherwise.
The opinions set forth below are limited to the Delaware General Corporation Law and law of New York (without regard to the possible application under New York choice-of-law rules of the substantive law of any other jurisdiction). Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or Blue Sky laws, or (ii) state or federal antifraud laws.
Markforged Holding Corporation
August 12, 2021
Page 2
Based on the foregoing, we are of the opinion that:
1. The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and non-assessable.
2. Each of the Selling Securityholder Warrants has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
3. Assuming a sufficient number of authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised, the Warrant Shares, when and if issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.
Our opinions set forth above are subject to the following additional qualifications:
(a) Our opinions set forth above as to enforceability are subject to and limited by the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
(b) We express no opinion with respect to any provision of any of the Selling Securityholder Warrants relating to: (i) non-reliance, exculpation, disclaimer, limitation of liability, indemnification, contribution, waiver, limitation or exclusion of remedies; (ii) liquidated damages, forfeitures, default interest, late charges, make-whole premiums, payment of attorneys fees, collection upon acceleration of amounts that might be determined to constitute unearned interest thereon, or other economic remedies, in each case to the extent it constitutes a penalty or is prohibited by law; (iii) concepts of materiality, reasonableness, good faith, fair dealing or unconscionability; (iv) governing law (except for the enforceability of any provision choosing New York law as the Selling Securityholder Warrants governing law pursuant to the statutes referred to in paragraph (c) below); (v) the waiver of the right to trial by jury or of usury, stay, extension and similar laws; (vi) the validity, legally binding effect or enforceability of any provision in the Selling Securityholder Warrants that requires or relates to adjustments to the exercise rate at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture; (vii) rights or remedies not being exclusive, not preventing the concurrent assertion of any other right or remedy, being cumulative and exercisable in addition to any other right and remedy, or any delay or omission to exercise any right or remedy not impairing any right or remedy or not constituting a waiver thereof; (viii) any obligation or agreement to use best efforts, reasonable best efforts or commercially reasonable efforts; (ix) any requirement that a party take further action or enter into further agreements or instruments or provide further assurances; (x) any requirement that amendments or waivers be in writing insofar as they suggest that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply; (xi) service of process by any method not provided for under applicable statute or court rule; and (xii) the severability of any provisions to the foregoing effect to the extent such provisions are unenforceable.
Markforged Holding Corporation
August 12, 2021
Page 3
(c) To the extent that any opinion set forth herein relates to the enforceability of the choice of New York law, choice of New York forum or exclusive jurisdiction provisions in the Selling Securityholder Warrants, such opinion is rendered solely in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2010) and N.Y. CPLR 327(b) (McKinney 2010) and is subject to the qualification that such enforceability may be limited by public policy or other considerations of any jurisdiction, other than the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought and by constitutional limitations. With respect to waiving any objection to venue, our opinion is qualified in its entirety by N.Y. CPLR 510 (McKinney 2010). We call your attention that courts of the State of New York, or federal courts of the United States of America located in New York, could decline to hear a case on grounds of forum non conveniens or similar doctrines limiting the availability of such courts as a forum for the resolution of disputes, irrespective of any agreement between the parties concerning jurisdiction. We express no opinion as to (i) any waiver of objections based on inconvenient forum or (ii) venue or the subject matter jurisdiction of the federal courts of the United States.
(d) Our opinions set forth above do not cover, without limitation, the following: the Defense Production Act of 1950, as amended, and the Foreign Investment Risk Review Modernization Act of 2018, including all implementing regulations thereunder, banking, tax, antitrust, trade regulation, anti-fraud or unfair competition laws; insolvency or fraudulent transfer; compliance with fiduciary duty requirements; pension or employee benefits; environmental or energy laws; Financial Industry Regulatory rules; stock exchange rules; consumer protection laws; utilities laws; foreign trade, national security, anti-terrorism, anti-money laundering laws; laws regulating derivatives, investment and brokerage services; or other laws customarily understood to be excluded even though they are not expressly stated to be excluded, except to the extent expressly covered.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption Legal Matters in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ GOODWIN PROCTER LLP |
Goodwin Procter LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the prospectus constituting a part of this Registration Statement on Form S-1 of our report dated May 13, 2021 relating to the financial statements of one which is contained in that prospectus, and to the reference to our Firm under the caption Experts in the prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
August 12, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 of Markforged Holding Corporation of our report dated April 1, 2021 relating to the financial statements of MarkForged Inc., which appears in this Registration Statement. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 12, 2021