Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hartz Kevin

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2020

3. Issuer Name and Ticker or Trading Symbol
Markforged Holding Corp [MKFG]

(Last)

(First)

(Middle)

C/O MARKFORGED HOLDING CORPORATION, 480 PLEASANT STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

5. If Amendment, Date Original Filed(Month/Day/Year)
08/19/2020

(Street)

WATERTOWN, MA 02472

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	2,797,500	$ ⁽¹⁾	I	See footnote ⁽²⁾
Warrant to Purchase Class A Ordinary Shares (right to buy)	⁽³⁾	⁽³⁾	Class A Ordinary Shares	1,500,000	$ ⁽³⁾	I	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hartz Kevin C/O MARKFORGED HOLDING CORPORATION 480 PLEASANT STREET WATERTOWN, MA 02472	X		Chief Executive Officer

Signatures

/s/ Stephen Karp, Attorney-in-Fact		02/25/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination.
(2)	Reflects the proportionate amount of securities deemed to be beneficially owned by the Reporting Person in his capacity as a member of A-star LLC, the Issuer's sponsor. Of the Class B ordinary shares reported herein, 375,000 are subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised. The Reporting Person disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(3)	The warrants are exercisable for shares of Class A ordinary shares beginning on the later of 30 days after the closing of the Issuer's initial business combination and the first anniversary of its initial public offering and expire on the fifth anniversary of the Issuer's initial business combination.
Remarks: This amendment is filed to reflect the ownership of Class A ordinary shares subject to forfeiture and to report the warrants in Table II.

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