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As filed with the Securities and Exchange Commission on April 1, 2021
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
one*
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands*
6770
98-1545859
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
16 Funston Avenue, Suite A
The Presidio of San Francisco
San Francisco, CA 94129
(415) 480-1752
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Kevin Hartz
Chief Executive Officer
16 Funston Avenue, Suite A
The Presidio of San Francisco
San Francisco, CA 94129
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen Fraidin, Esq.
Andrew Alin, Esq.
Niral Shah, Esq.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, New York 10281
(212) 504-6000
Stephen Karp, Esq.
General Counsel
MarkForged, Inc.
480 Pleasant Street
Watertown, MA 02472
(866) 496-1805
Kenneth J. Gordon, Esq.
Michael J. Minahan, Esq.
Michael R. Patrone, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

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CALCULATION OF REGISTRATION FEE
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(2)(3)
26,875,000 $ 11.60(4) $ 311,750,000(4) $ 34,012
Redeemable warrants(2)(5)
5,375,000 $ 2.81(6) $ 15,103,750(6) $ 1,648
Common stock(2)(7)
180,166,667 N/A $ 5,793 $ 1(8)
Common stock issuable upon exercise of redeemable warrants(9)
8,525,000 $ 11.60(4) $ 98,890,000(4) $ 10,789
Total
$ 425,749,543 $ 46,450
(1)
Immediately prior to the consummation of the Merger described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), one, a Cayman Islands exempted company (“AONE”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which AONE’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by AONE (after the Domestication), which will be the continuing entity following the Domestication and will be renamed “Markforged Holding Corporation” in connection with the Merger, as further described in the proxy statement/prospectus. As used herein, “Markforged Holding Corporation” refers to AONE after the Domestication and/or the consummation of the Merger, including after such change of name, as applicable.
(2)
Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
The number of shares of Markforged Holding Corporation common stock being registered represents the 21,500,000 Class A ordinary shares of AONE that were registered pursuant to the Registration Statement on Form S-1 (333-240203) (the “IPO Registration Statement”) and offered by AONE in its initial public offering (the “AONE public shares”) and the 5,375,000 Class B ordinary shares (“Class B ordinary shares”) that were issued in a private placement prior to the initial public offering. The AONE public shares and Class B ordinary shares will be automatically converted by operation of law into shares of Markforged Holding Corporation common stock in connection with the Domestication and the consummation of the Merger on a one-for-one basis (“Markforged Holding Common Stock”).
(4)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of AONE (the company to which Markforged Holding Corporation will succeed following the Domestication) on the NYSE on March 26, 2021 ($11.60 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(5)
The number of redeemable warrants to acquire shares of Markforged Holding Common Stock being registered represents the number of redeemable warrants to acquire Class A ordinary shares of AONE that were registered pursuant to the initial public offering registration statement referenced in note (2) above and offered by AONE in its initial public offering (the “AONE public warrants”). The AONE public warrants automatically will be converted by operation of law into redeemable warrants to acquire shares of Markforged Holding Common Stock in the Domestication.
(6)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of AONE (the company to which Markforged Holding Corporation will succeed following the Domestication) on the NYSE on March 26, 2021 ($2.81 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(7)
Represents the aggregate number of shares of Markforged Holding Common Stock (a) that may be issued in respect of issued and outstanding shares of MarkForged, Inc. (“Markforged”) capital stock in the Merger and (b) that may be issued following the Merger upon (i) the settlement of Markforged Holding Corporation restricted stock units into which Markforged restricted stock units outstanding as of the closing of the Merger are converted and (ii) the exercise of options to purchase Markforged Holding Common Stock into which options to acquire Markforged common stock outstanding as of the closing of the Merger are converted (including shares available for issuance in respect of equity awards not yet granted under the Markforged Holding Corporation 2021 Stock Option and Incentive Plan (the “2021 Incentive Plan”)) and (c) up to 14,666,667 shares of Markforged Holding Common Stock that may be issued following the Merger pursuant to the Markforged Earnout (as defined herein).
(8)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Markforged is a private company, no market exists for its securities, and it has an accumulated deficit as of December 31, 2020. Therefore, the proposed maximum aggregate offering price for these securities is one-third of the aggregate par value of the Markforged securities expected to be exchanged in the Merger, including Markforged securities issuable upon the exercise of options to acquire Markforged common stock. This amount has been rounded up to $1 for the purposes of calculating the registration fee.
(9)
The number of shares of Markforged Holding Common Stock being registered represents (i) the number of shares of Markforged Holding Common Stock issuable upon the exercise of the warrants referred to in note (5) above and (ii) the number of shares of Markforged Holding Common Stock issuable upon the exercise of the 3,150,000 warrants purchased by the sponsor of AONE in a private placement concurrent with its initial public offering, which warrants will automatically be converted by operation of law into warrants to acquire shares of Markforged Holding Common Stock in the Domestication.
*
Prior to the consummation of the Merger described herein, the registrant intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by one (after its domestication as a corporation incorporated in the State of Delaware), which will be the continuing entity following the Domestication and will be renamed “Markforged Holding Corporation.”
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the SEC is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 1, 2021
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
ONE
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
215,566,667 SHARES OF COMMON STOCK AND 5,375,000 REDEEMABLE WARRANTS
OF
ONE
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF
DELAWARE),
THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “MARKFORGED HOLDING CORPORATION”
IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN
The board of directors of one, a Cayman Islands exempted company (“AONE” and, after the Domestication as described below, “Markforged Holding Corporation”), has unanimously approved (i) the domestication of AONE as a Delaware corporation (the “Domestication”); (ii) the merger of Caspian Merger Sub Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of AONE, with and into MarkForged, Inc. (“Markforged”), a Delaware corporation (the “Merger,” and together with the Domestication, the “Business Combination”), with Markforged surviving the Merger as a wholly owned subsidiary of Markforged Holding Corporation, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 23, 2021, by and among AONE, Merger Sub and Markforged, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (iii) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, AONE will change its name to “Markforged Holding Corporation.”
As a result of and upon the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of AONE (the “AONE Class A ordinary shares”), will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of Markforged Holding Corporation (the “Markforged Holding Common Stock”); (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of AONE (the “AONE Class B ordinary shares”), will convert automatically, on a one-for-one basis, into shares of Markforged Holding Common Stock; (iii) each of the then issued and outstanding redeemable warrants of AONE (the “AONE warrants”) will convert automatically, on a one-for-one basis, into redeemable warrants to acquire one share of Markforged Holding Common Stock (the “Markforged Holding Warrants”); and (iv) each of the then issued and outstanding units of AONE that have not been previously separated into the underlying AONE Class A ordinary shares and underlying AONE warrants upon the request of the holder thereof (the “AONE units”), will be canceled and will entitle the holder thereof to one share of Markforged Holding Common Stock and one-fourth of one Markforged Holding Warrant. Accordingly, this proxy statement/prospectus covers (i) 26,875,000 shares of Markforged Holding Common Stock to be issued in the Domestication, (ii) 5,375,000 Markforged Holding Warrants to be issued in the Domestication and (iii) 8,525,000 shares of Markforged Holding Common Stock issuable upon the exercise of Markforged Holding Warrants.
Prior to the effective time of the Merger, Markforged will have purchased up to approximately $45.00 million of its securities held by certain of its stockholders (the “Employee Transactions”). At the effective time of the Merger, among other things, each outstanding share of Markforged common stock as of immediately prior to the effective time of the Merger (including each share of Markforged preferred stock that will have been converted on a one-for-one basis into shares of Markforged common stock immediately prior to such time (the “Preferred Stock Conversion”)) will be converted into Markforged Holding Common Stock based on the Exchange Ratio (as defined below) and each outstanding Markforged Award (as defined below) as of immediately prior to the effective time of the Merger will be converted into Markforged Holding Corporation awards based on the Exchange Ratio, representing an aggregate of approximately 165,500,000 shares of Markforged Holding Common Stock or shares underlying awards based on Markforged Holding Common Stock, representing a pre-transaction equity value of Markforged of approximately $1.655 billion.
In furtherance of the foregoing, at the effective time of the Merger, among other things, each share of Markforged common stock outstanding as of immediately prior to the effective time of the Merger (after giving effect to the Employee Transactions and the Preferred Stock Conversion), other than (x) any shares of Markforged common stock subject to Markforged Awards, (y) any shares of Markforged capital stock held in treasury by Markforged which treasury shares shall be canceled as part of the Merger, and (z) any shares of Markforged common stock held by stockholders of Markforged who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL, will be canceled and converted into the right to receive a number of shares of Markforged Holding Common Stock equal to the product of one share of Markforged common stock multiplied by the Exchange Ratio.
The “Exchange Ratio” is defined as (i) $1.7 billion minus the aggregate amount paid pursuant to the Employee Transactions (the “Equity Value,” or $1.655 billion), divided by (ii) $10.00, divided by (iii) the number of issued and outstanding shares of Markforged common stock, on a fully diluted and as-converted basis (including shares subject to outstanding Markforged Awards and shares available for issuance in respect of Markforged Awards not yet granted under Markforged’s 2013 Incentive Plan).
With respect to Markforged Awards, all (i) options to purchase shares of Markforged common stock (“Markforged Options”), and (ii) restricted stock units based on shares of Markforged common stock (“Markforged RSUs”) outstanding as of immediately prior to the Merger (together, the “Markforged Awards”) will be converted into (a) options to purchase shares of Markforged Holding Common Stock (“Markforged Holding Options”), and (b) restricted stock units based on shares of Markforged Holding Common Stock (“Markforged Holding RSUs”), respectively. Additionally, warrants exercisable for shares of Markforged capital stock, to the extent not previously exercised, will become exercisable for shares of Markforged Holding Common Stock.
Accordingly, this proxy statement/prospectus also relates to the potential issuance by Markforged Holding Corporation of 17,723,227 shares of Markforged Holding Common Stock upon the exercise of Markforged Holding Options and up to 4,443,597 shares of Markforged Holding Common Stock relating to shares of Markforged common stock available for issuance in respect of

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Markforged Awards not yet granted under the 2013 Incentive Plan (the “Markforged Share Reserve”). See “BCA Proposal — The Merger Agreement — Consideration — Treatment of Markforged Options and Restricted Stock Unit Awards”.
The holders of Markforged common stock and Markforged Awards (whether vested or not) immediately prior to the Effective Time will be entitled to receive, on a pro rata basis, up to 14,666,667 additional shares of Markforged Holding Common Stock (“Markforged Earnout Shares”) as follows: (i) if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period, 8,000,000 Markforged Earnout Shares will be issued, (ii) if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period, 6,666,667 Markforged Earnout Shares will be issued and (iii) upon a change of control or a liquidation of Markforged Holding Corporation, all previously unearned Markforged Earnout Shares will be issued. Markforged stockholders will not receive any Markforged Earnout Shares not earned within five years of the date that the Business Combination is consummated. Any Markforged Earnout Share that would otherwise be distributed to a holder of a Markforged Award that is unvested as of the date of distribution will be distributed in the form of a restricted stock unit in respect of Markforged Holding Common Stock to such holder, which will vest subject to the same vesting conditions as the underlying award. If such Markforged Award holder forfeits the underlying Markforged Award, then such holder’s right to receive the allocable Markforged Earnout Shares will immediately terminate (and such Markforged Earnout Shares would instead be distributed on a pro rata basis to the other holders of Markforged common stock and Markforged Awards).
Concurrently with the execution of the Merger Agreement, AONE entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among AONE, Markforged, A-star, a Cayman Islands limited liability company and AONE’s sponsor (the “Sponsor”), and the other holders of the AONE Class B ordinary shares, which provides, among other things, that 50% of the shares of Markforged Holding Common Stock held by the Sponsor as a result of the conversion of its Class B ordinary shares in connection with the Domestication (the “Sponsor Earnout Shares”) will be subject to the following vesting conditions: (i) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period and (ii) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period. Any Sponsor Earnout Shares not vested at the time that is five years after the date on which the Business Combination is consummated will be forfeited.
In connection with the execution of the Merger Agreement, AONE entered into Subscription Agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 21,000,000 shares of Markforged Holding Common Stock at $10.00 per share for an aggregate commitment amount of $210,000,000 (the “PIPE Investment”). The obligation of the parties to consummate the purchase and sale of the shares covered by each Subscription Agreement is conditioned upon terms including, but not limited to: (i) the satisfaction or waiver of certain closing conditions to the Merger Agreement, (ii) the representations and warranties of the parties made in the Subscription Agreement being true and correct to the standard applicable to such representations and warranties as of the applicable dates, (iii) the approval for listing on the NYSE of the shares to be issued to the PIPE Investors and (iv) the absence of any amendment of, or waiver or modification to, the Merger Agreement that would materially adversely affect the PIPE Investors. The closings under the Subscription Agreements will occur prior to or substantially concurrently with the Closing.
It is anticipated that, immediately following the Business Combination and related transactions, (1) AONE public shareholders will own approximately 10.1% of the outstanding Markforged Holding Common Stock, (2) Markforged Stockholders (as defined below) will own approximately 77.6% of the outstanding Markforged Holding Common Stock, (3) the Sponsor and related parties will collectively own approximately 2.5% of the outstanding Markforged Holding Common Stock, and (4) the PIPE Investors will own approximately 9.8% of outstanding Markforged Holding Common Stock. These percentages assume (i) that no AONE public shareholders exercise their redemption rights in connection with the Business Combination, (ii) that Markforged Holding Corporation issues an aggregate of 165,500,000 shares of Markforged Holding Common Stock, which includes all shares issuable in respect of Markforged Holding Options, Markforged Holding RSU Awards and the Markforged Share Reserve, (iii) that no Markforged Holding Warrants are exercised, (iv) that no Markforged Earnout Shares are issued and (v) that Markforged Holding Corporation issues 21,000,000 shares of Markforged Holding Common Stock to the PIPE Investors pursuant to the PIPE Investment. The foregoing includes all shares of Markforged Holding Common Stock issuable in respect of the AONE Class B ordinary shares, whether or not such shares would be vested at such time. Assuming the expected capital structure described above, the issuance of the 8,525,000 shares of Markforged Holding Common Stock underlying the Markforged Holding Warrants described in assumption (iii) above would represent approximately 3.8% of the shares outstanding, and the additional issuance of the 8,000,000 and 6,666,667 Markforged Earnout Shares described in assumption (iv) above would represent 3.5% and 2.8%, respectively, of the shares outstanding.
The AONE units, AONE Class A ordinary shares and AONE warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “AONE.U”, “AONE” and “AONE.WS”, respectively. AONE will apply for listing, to be effective at the closing of the Business Combination, of Markforged Holding Common Stock and Markforged Holding Warrants on the NYSE under the proposed symbols “MKFG” and “MKFG.WS”, respectively. It is a condition of the consummation of the Business Combination that AONE receives confirmation from the NYSE that the securities have been conditionally approved for listing on the NYSE, but there can be no assurance such listing conditions will be met or that AONE will obtain such confirmation from the NYSE. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the NYSE condition set forth in the Merger Agreement is waived by the applicable parties.
This proxy statement/prospectus provides shareholders of AONE with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of AONE. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 30 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated            , 2021, and is first being mailed to AONE’s shareholders on or about            , 2021.
one
A Cayman Islands Exempted Company
16 Funston Avenue, Suite A

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one
16 Funston Ave, Suite A
The Presidio of San Francisco
San Francisco, California 94129
Dear one Shareholders:
You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of one, a Cayman Islands exempted company (“AONE” and, after the Domestication, as described below, “Markforged Holding Corporation”), at            , Eastern Time, on            , at the offices of Cadwalader, Wickersham & Taft LLP located at 200 Liberty Street, New York, NY 10281, or virtually via live webcast at https://www.cstproxy.com/one/sm2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
At the extraordinary general meeting, AONE shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (as the same may be amended, the “Merger Agreement”), by and among AONE, Caspian Merger Sub Inc., a Delaware corporation (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (“Markforged”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of AONE to Delaware as described below, the merger of Merger Sub with and into Markforged (the “Merger”), with Markforged surviving the Merger as a wholly owned subsidiary of Markforged Holding Corporation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus (the “BCA Proposal”).
As a condition to the consummation of the Merger, the board of directors of AONE has unanimously approved a change of AONE’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, AONE will change its name to “Markforged Holding Corporation”
As a result of and upon the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of AONE (the “AONE Class A ordinary shares”), will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of Markforged Holding Corporation (the “Markforged Holding Common Stock”); (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of AONE (the “AONE Class B ordinary shares”), will convert automatically, on a one-for-one basis, into shares of Markforged Holding Common Stock; (iii) each of the then issued and outstanding redeemable warrants of AONE (the “AONE warrants”) will convert automatically, on a one-for-one basis, into redeemable warrants to acquire one share of Markforged Holding Common Stock (the “Markforged Holding Warrants”); and (iv) each of the then issued and outstanding units of AONE that have not been previously separated into the underlying AONE Class A ordinary shares and underlying AONE warrants upon the request of the holder thereof (the “AONE units”), will be canceled and will entitle the holder thereof to one share of Markforged Holding Common Stock and one-fourth of one Markforged Holding Warrant. As used herein, “public shares” means the AONE Class A ordinary shares (including those that underlie the AONE units) that were registered pursuant to the Registration Statement on Form S-1 (333-240203) and the shares of Markforged Holding Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal”.
You will also be asked to consider and vote upon (1) four separate proposals to approve material differences between AONE’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Markforged Holding Corporation (collectively, the “Organizational Documents Proposals”), (2) a proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Markforged Holding Corporation (the “Director Election Proposal”), (3) a proposal to approve, for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the
 

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issuance of Markforged Holding Common Stock to (a) the PIPE Investors pursuant to the PIPE Investment and (b) the Markforged Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (4) a proposal to approve and adopt the 2021 Stock Option and Incentive Plan (the “Incentive Plan Proposal”), (5) a proposal to approve and adopt the 2021 Employee Stock Purchase Plan (the “ESPP Proposal”) and (6) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
At the effective time of the Merger, among other things, each outstanding share of Markforged common stock as of immediately prior to the effective time of the Merger (including each share of Markforged preferred stock that will have been converted on a one-for-one basis into shares of Markforged common stock immediately prior to the effective time (the “Preferred Stock Conversion”)) will be converted into Markforged Holding Common Stock based on the Exchange Ratio (as defined below), and each outstanding Markforged Award (as defined below) as of immediately prior to the effective time of the Merger will be converted into Markforged Holding Corporation awards based on the Exchange Ratio, representing an aggregate of approximately 165,500,000 shares of Markforged Holding Common Stock (subject to increase as provided in the Merger Agreement) or shares underlying awards based on Markforged Holding Common Stock, representing a pre-transaction equity value of Markforged of approximately $1.655 billion.
In furtherance of the foregoing, at the effective time of the Merger, among other things, each share of Markforged common stock outstanding as of immediately prior to the effective time of the Merger (after giving effect to the Employee Transactions and the Preferred Stock Conversion), other than (x) any shares of Markforged common stock subject to Markforged Awards, (y) any shares of Markforged capital stock held in treasury by Markforged which treasury shares shall be canceled as part of the Merger, and (z) any shares of Markforged common stock held by stockholders of Markforged who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL, will be canceled and converted into the right to receive a number of shares of Markforged Holding Common Stock equal to the product of one share of Markforged common stock multiplied by the Exchange Ratio (as defined below).
The Exchange Ratio is defined as (i) $1.7 billion minus the aggregate amount paid pursuant to the Employee Transactions (the “Equity Value”, or $1.655 billion), divided by (ii) $10.00, divided by (iii) the number of issued and outstanding shares of Markforged common stock, on a fully diluted and as-converted basis (including shares subject to outstanding equity awards of Markforged and shares available for issuance in respect of Markforged Awards not yet granted under the Markforged equity incentive plan).
With respect to Markforged Awards, all (i) options to purchase shares of Markforged common stock (“Markforged Options”), and (ii) restricted stock units based on shares of Markforged common stock (“Markforged RSUs”) outstanding as of immediately prior to the Merger will be converted into (a) options to purchase shares of Markforged Holding Common Stock (“Markforged Holding Options”), and (b) restricted stock units based on shares of Markforged Holding Common Stock (“Markforged Holding RSUs”), respectively. Additionally, warrants exercisable for shares of Markforged capital stock, to the extent not previously exercised, will become exercisable for shares of Markforged Holding Common Stock.
Accordingly, this proxy statement/prospectus also relates to the potential issuance by Markforged Holding Corporation of 17,723,227 shares of Markforged Holding Common Stock upon the exercise of Markforged Holding Options, and up to 4,443,597 shares of Markforged Holding Common Stock available for issuance in respect of Markforged Awards not yet granted under the Markforged equity incentive plan. See “BCA Proposal — The Merger Agreement — Consideration — Treatment of Markforged Options and Restricted Stock Unit Awards”.
 

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The holders of Markforged common stock and Markforged Awards (whether vested or not) immediately prior to the Effective Time will be entitled to receive, on a pro rata basis, up to 14,666,667 additional shares of Markforged Holding Common Stock (“Markforged Earnout Shares”) as follows: (i) if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period, 8,000,000 Markforged Earnout Shares will be issued, (ii) if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period, 6,666,667 Markforged Earnout Shares will be issued and (iii) upon a change of control or a liquidation of Markforged Holding Corporation, all previously unearned Markforged Earnout Shares will be issued. Markforged stockholders will not receive any Markforged Earnout Shares not earned within five years of the date that the Business Combination is consummated. Any Markforged Earnout Share that would otherwise be distributed to a holder of a Markforged Award that is unvested as of the date of distribution will be distributed in the form of a restricted stock unit in respect of Markforged Holding Common Stock to such holder, which will vest subject to the same vesting conditions as the underlying award. If such Markforged Award holder forfeits the underlying Markforged Award, then such holder’s right to receive the allocable Markforged Earnout Shares will immediately terminate (and such Markforged Earnout Shares would instead be distributed on a pro rata basis to the other holders of Markforged common stock and Markforged Awards).
Concurrently with the execution of the Merger Agreement, AONE entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among AONE, Markforged, A-star, a Cayman Islands limited liability company and AONE’s sponsor (the “Sponsor”), and the other holders of the AONE Class B ordinary shares, which provides, among other things, that 50% of the shares of Markforged Holding Common Stock held by the Sponsor as a result of the conversion of its Class B ordinary shares in connection with the Domestication (the “Sponsor Earnout Shares”) will be subject to the following vesting conditions: (i) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period and (ii) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period. Any Sponsor Earnout Shares not vested at the time that is five years after the date on which the Business Combination is consummated will be forfeited.
In connection with the execution of the Merger Agreement, AONE entered into Subscription Agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 21,000,000 shares of Markforged Holding Common Stock at $10.00 per share for an aggregate commitment amount of $210,000,000 (the “PIPE Investment”). The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreement is conditioned upon (i) the satisfaction or waiver of certain closing conditions to the Merger Agreement, (ii) the representations and warranties of the parties made in the Subscription Agreement being true and correct to the standard applicable to such representations and warranties as of the applicable dates, (iii) the approval for listing on the NYSE of the shares to be issued to the PIPE Investors and (iv) the absence of any amendment of, or waiver or modification to, the Merger Agreement that would materially adversely affect the PIPE Investors. The closings under the Subscription Agreements will occur prior to or substantially concurrently with the Closing.
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the Markforged Stockholder Support Agreement, (iii) the Registration Rights Agreement, (iv) the Lock-up Agreement and (v) the PIPE Subscription Agreements. For additional information, see “BCA Proposal — Related Agreements” in the accompanying proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by the Sponsor or certain individuals associated with the Sponsor, may request that AONE redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
 

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the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares regardless of if or how they vote on the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, AONE’s transfer agent, Markforged Holding Corporation will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of August 20, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Markforged Holding Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of AONE — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each director and officer of AONE have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any AONE ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 23, 2021, a copy of which is attached as Annex B to this proxy statement/prospectus. The AONE ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the holders of the Class B ordinary shares (the “AONE Initial Shareholders”) own 20.0% of the issued and outstanding AONE ordinary shares.
The Merger Agreement provides that the obligations of Markforged to consummate the Merger are conditioned on, among other things, that as of the Closing, AONE have available cash, comprised of (x) the funds in the Trust Account (after deducting the amounts required to satisfy the Company’s obligations to its shareholders, if any, that have elected to exercise their redemption rights pursuant to the Company’s governing documents, and after deducting all unpaid transaction expenses) and (y) the PIPE Investment Amount (as defined herein) actually received by AONE at or prior to the Closing Date, of no less than $200,000,000 (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Markforged. If the Minimum Cash Condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will AONE redeem public shares in an amount that would cause Markforged Holding Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus (including the approval of the Merger Agreement and the transactions contemplated thereby, by (i) the affirmative vote or written consent of at least (a) a majority of the voting power of the outstanding Markforged capital stock voting as a single class and on an as-converted basis, (b) a majority of the outstanding shares of Markforged preferred stock, voting as a separate class and (ii) with respect to the Preferred Stock Conversion, (i) with respect to the Series Seed Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series C
 

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Preferred Stock, the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Markforged preferred stock, voting as a separate class, including certain holders of Series C Preferred Stock holding at least 10% of the outstanding shares of Series C Preferred Stock, voting as a separate class and (ii) with respect to the Series D Preferred Stock, the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class. There can be no assurance that the parties to the Merger Agreement would waive any such condition, to the extent waivable.
AONE is providing the accompanying proxy statement/prospectus and accompanying proxy card to AONE’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by AONE’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of AONE’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors beginning on page 30 of this proxy statement/prospectus.
After careful consideration, the board of directors of AONE has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to AONE’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of AONE, you should keep in mind that AONE’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of AONE’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD
 

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IN THE TRUST ACCOUNT AND TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO AONE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of AONE’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Kevin Earnest Hartz
Chief Executive Officer
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated            , 2021 and is first being mailed to shareholders on or about            , 2021.
 

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one
A Cayman Islands Exempted Company
(Company Number 363757)
16 Funston Avenue, Suite A
The Presidio of San Francisco
San Francisco, CA 94129
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON                 , 2021
TO THE SHAREHOLDERS OF ONE:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of one, a Cayman Islands exempted company (“AONE”), will be held at [•], Eastern Time, on [•], 2021, at the offices of Cadwalader, Wickersham & Taft LLP located at 200 Liberty Street, New York NY 10281, or virtually via live webcast at https://www.cstproxy.com/one/sm2021. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Proposal No. 1 — The BCA Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among AONE, Merger Sub and Markforged, a copy of which is attached to this proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Markforged (the “Merger”), with Markforged surviving the Merger as a wholly owned subsidiary of Markforged Holding Corporation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);

Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of AONE’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”);

Organizational Documents Proposals — to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, the following material differences between AONE’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of AONE (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Markforged Holding Corporation” in connection with the Business Combination (AONE after the Domestication, including after such change of name, is referred to herein as “Markforged Holding Corporation”), which in each case AONE’s board of directors believes is necessary to adequately address the needs of Markforged Holding Corporation after the Business Combination:

(A) Proposal No. 3 — Organizational Documents Proposal A — to authorize the change in the authorized capital stock of AONE from 400,000,000 Class A ordinary shares, par value $0.0001 per share (the “AONE Class A ordinary shares”), 10,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share (the “AONE preferred shares”), to 1,000,000,000 shares of common stock, par value $0.0001 per share, of Markforged Holding Corporation and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Markforged Holding Corporation (the “Markforged Holding Preferred Stock”) (“Organizational Documents Proposal A”);

(B) Proposal No. 4 — Organizational Documents Proposal B — to authorize the board of directors of Markforged Holding Corporation to issue any or all shares of Markforged Holding
 

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Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Markforged Holding Corporation board of directors and as may be permitted by the DGCL (“Organizational Documents Proposal B”);

(B) Proposal No. 5 — Organizational Documents Proposal C — to provide that the Certificate of Incorporation may only be amended by the affirmative vote of at least a majority of the outstanding shares of capital stock, with certain exceptions, to provide that the Bylaws may only be amended by the board of directors or by the affirmative vote of at least two-thirds of the outstanding shares of capital stock, with certain exceptions, and to provide that a majority of the outstanding shares entitled to vote shall constitute a quorum at any meeting of stockholders (“Organizational Documents Proposal C”);

(C) Proposal No. 6 — Organizational Documents Proposal D — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex J and Annex K, respectively), including: (1) changing the corporate name from “one” to “Markforged Holding Corporation”, (2) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (3) removing the provision waiving directors’ and officers’ obligations to present a corporate opportunity to AONE, (4) providing that directors may be removed by stockholders only for cause, (5) providing that any action to be taken by stockholders may only be taken at a meeting of stockholders, and may not be taken by written consent in lieu thereof, (6) making Markforged Holding Corporation’s corporate existence perpetual and (7) removing certain provisions related to AONE’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination (“Organizational Documents Proposal D”);

Proposal No. 7 — The Director Election Proposal — to consider and vote upon a proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Markforged Holding Corporation (the “Director Election Proposal”);

Proposal No. 8 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Markforged Holding Common Stock to (a) the PIPE Investors pursuant to the PIPE Investment and (b) the Markforged Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

Proposal No. 9 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the 2021 Stock Option and Incentive Plan (the “2021 Incentive Plan,” and such proposal, the “Incentive Plan Proposal”);

Proposal No. 10 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and such proposal, the “ESPP Proposal”);

Proposal No. 11 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).
Each of Proposals No. 1 through 10 is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on [•], 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
 

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This proxy statement/prospectus and accompanying proxy card is being provided to AONE’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of AONE’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of this proxy statement/prospectus.
After careful consideration, the board of directors of AONE has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to AONE’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of AONE, you should keep in mind that AONE’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of AONE’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”) may request of AONE that Markforged Holding Corporation redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company (“Continental”), AONE’s transfer agent, that Markforged Holding Corporation redeem all or a portion of your public shares for cash; and
(iii)
deliver your share certificates (if any) and any other redemption forms to Continental, AONE’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, AONE’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal and the other proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, AONE’s transfer agent, Markforged Holding Corporation will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Markforged Holding Common Stock that will be redeemed promptly after consummation of the Business Combination. See “Extraordinary General Meeting of AONE — Redemption Rights” in this proxy statement/ prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
 

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Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
A-star LLC, a Cayman Islands limited liability company and the sponsor of AONE (the “Sponsor”), and each director and officer of AONE have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any AONE ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 23, 2021, a copy of which is attached to this proxy statement/prospectus statement as Annex B (the “Sponsor Support Agreement”). The AONE ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the AONE Initial Shareholders own 20% of the issued and outstanding AONE ordinary shares.
The Merger Agreement provides that the obligations of Markforged to consummate the Merger are conditioned on, among other things, that as of the Closing, AONE have available cash, comprised of (x) the funds in AONE’s trust account (after deducting the amounts required to satisfy the Company’s obligations to its shareholders, if any, that have elected to exercise their redemption rights pursuant to the Company’s governing documents, and after deducting all unpaid transaction expenses) and (y) the PIPE Investment Amount (as defined herein) actually received by AONE at or prior to the Closing Date, of no less than $200,000,000 (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Markforged. If such condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will AONE redeem public shares in an amount that would cause Markforged Holding Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any condition, to the extent waivable.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the
 

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extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing AONE.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of one,
           , 2021
Kevin Earnest Hartz
Chief Executive Officer
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO AONE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning AONE, without charge, by written request to one, 16 Funston Avenue, Suite A, The Presidio of San Francisco, San Francisco, California 94129, or by telephone request at 415-480-1752; or Morrow Sodali LLC, AONE’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing AONE.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.
In order for AONE’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of AONE to be held on       , 2021, you must request the information no later than       , 2021, five business days prior to the date of the extraordinary general meeting.
TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. AONE does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
 
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“2013 Incentive Plan” are to Markforged’s 2013 Stock Option and Grant Plan, as amended from time to time;

“2021 Incentive Plan” are to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan, attached to this proxy statement/prospectus as Annex G;

“2021 ESPP” are to the Markforged Holding Corporation 2021 Employee Stock Purchase Plan, attached to this proxy statement/prospectus as Annex H;

“Aggregate Fully Diluted Markforged Common Stock” are to the aggregate number of shares of Markforged common stock (a) that are issued and outstanding immediately prior to the Effective Time (after giving effect to the Preferred Stock Conversion and the Employee Transactions), (b) that are subject to unexercised Markforged Awards outstanding immediately prior to the Effective Time (that have not yet been exercised or settled in cash, securities or other property) immediately prior to the Effective Time and (c) that are issuable pursuant to Markforged warrants that have not yet been exercised as of immediately prior to the Effective Time, in the case of clauses (b) and (c), whether or not vested or exercisable, as applicable, immediately prior to the Effective Time.

“AONE” are to one, prior to its domestication as a corporation in the State of Delaware;

“AONE Class A ordinary shares” are to AONE’s Class A ordinary shares, par value $0.0001 per share;

“AONE Class B ordinary shares” are to AONE’s Class B ordinary shares, par value $0.0001 per share;

“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.

“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);

“ASC” are to Accounting Standards Codification;

“Business Combination” are to the Domestication together with the Merger;

“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) attached hereto as Annex I;

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (As Revised);

“Closing” are to the closing of the Business Combination;

“Condition Precedent Approvals” are to approval at the extraordinary general meeting of the Condition Precedent Proposals;

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal, collectively;

“Continental” are to Continental Stock Transfer & Trust Company;

“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
 
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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;

“Domestication” are to the domestication of AONE as a corporation incorporated in the State of Delaware;

“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.

“Employee Transactions Value” are to the aggregate dollar amount paid or payable by Markforged pursuant to the Employee Transactions.

“Equity Value” are to $1,700,000,000 minus the Employee Transactions Value.

“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 (b) $10.00, divided by (c) the sum of (i) the Aggregate Fully Diluted Markforged Common Stock and (ii) the Markforged Share Reserve Amount as of immediately prior to the Effective Time.

“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;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“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;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“Markforged Awards” are to Markforged Options and Markforged RSUs;

“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;

“Markforged Holding Options” are to options to purchase shares of Markforged Holding Common Stock;

“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;

“Markforged Holding RSUs” are to restricted stock units based on shares of Markforged Holding Common Stock;

“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.

“Markforged Stockholders” are to the stockholders of Markforged and holders of Markforged Awards prior to the Business Combination;

“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;

“Merger Sub” are to Caspian Merger Sub Inc., a Delaware corporation and subsidiary of AONE;

“Minimum Available Cash Amount” are to the available cash, comprised of (x) the funds in the Company’s trust account (after deducting the amounts required to satisfy the Company’s obligations to its shareholders, if any, that have elected to exercise their redemption rights pursuant to the Company’s governing documents, and after deducting all unpaid transaction expenses) and (y) the PIPE Investment Amount (as defined herein) actually received by AONE at or prior to the Closing Date, of no less than $200,000,000;

“Minimum Cash Condition” are to the condition that AONE have the Minimum Available Cash Amount;

“NYSE” are to the New York Stock Exchange;

“ordinary shares” are to the AONE Class A ordinary shares and the AONE Class B ordinary shares, collectively;

“ordinary resolution” are to a resolution approved by the affirmative vote of the holders of at least a majority of the ordinary shares present in person or represented by proxy and voting on a matter;

“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;

“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;

“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;

“private placement warrants” are to the AONE private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Markforged Holding Corporation issued as a matter of law upon the conversion thereof at the time of the Domestication;

“pro forma” are to giving pro forma effect to the Business Combination;

“Proposed Bylaws” are to the proposed bylaws of Markforged Holding Corporation upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex K;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Markforged Holding Corporation upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex J;

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

“public shareholders” are to holders of public shares, whether acquired in AONE’s initial public offering or acquired in the secondary market;

“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
 
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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;

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

“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;

“SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“special resolution” are to a resolution approved by the affirmative vote of the holders of at least two-thirds of the ordinary shares present in person or represented by proxy and voting on a matter;

“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;

“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated, substantially in the form of attached hereto as Annex D;

“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.
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to AONE Class A ordinary shares, shares of Markforged Holding Common Stock or warrants include such securities underlying the units.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of AONE, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strive”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When AONE discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, AONE’s management.
Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

AONE’s ability to complete the Business Combination or, if AONE does not consummate such Business Combination, any other initial business combination;

satisfaction or waiver (if applicable) of the conditions to the Merger, including, among other things: (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of AONE and Markforged, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, (iv) receipt of approval for listing on the NYSE of the shares of Markforged Holding Common Stock to be issued in connection with the Merger, (v) that AONE have at least $5,000,001 of net tangible assets upon Closing, after giving effect to any redemptions of its public shares, (vi) the Minimum Cash Condition, (vii) the absence of any injunctions and (viii) that the Board of Directors of Markforged Holding Corporation will consist of up to nine directors, of which (a) seven will be the directors agreed upon by AONE and Markforged pursuant to the Merger Agreement (including Kevin Hartz, AONE’s Chief Executive Officer) and (b) two will be independent directors to be designated by Markforged, one of whom may be designated by Markforged to serve as Chairperson of the Board of Directors of Markforged Holding Corporation;

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the projected financial information, anticipated growth rate, and market opportunity of Markforged;

the ability to obtain or maintain the listing of Markforged Holding Common Stock and Markforged Holding Corporation warrants on the NYSE following the Business Combination;

our public securities’ potential liquidity and trading;

our ability to raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

AONE officers and directors allocating their time to other businesses and potentially having conflicts of interest with AONE’s business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to AONE from interest income on the trust account balance;

factors relating to the business, operations and financial performance of Markforged and its subsidiaries, including:

the effect of uncertainties related to the global COVID-19 pandemic on its business, results of operations, and financial condition;
 
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the expected growth of the additive manufacturing industry;

the anticipated growth of the combined company;

its ability to achieve and maintain profitability in the future;

the impact of the regulatory environment and complexities with compliance related to such environment on Markforged;

its ability to respond to general economic, political and business conditions;

its ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

the success of Markforged’s marketing efforts and its ability to expand its customer base;

its ability to develop new products, features and functionality that are competitive and meet market needs;

the ability of Markforged to maintain an effective system of internal controls over financial reporting;

its ability to grow and manage growth profitably and retain key employees;

the amount of redemption requests made by AONE’s shareholders;

the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; and

other factors detailed under the section titled “Risk Factors”.
The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on AONE or Markforged. There can be no assurance that future developments affecting AONE or Markforged will be those that AONE or Markforged have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of AONE or Markforged, respectively) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” beginning on page 30 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. AONE and Markforged undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any AONE shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect AONE or Markforged.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AONE
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to AONE’s shareholders. AONE urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [•], Eastern Time, on [•], 2021, at the offices of Cadwalader, Wickersham & Taft LLP located at 200 Liberty Street, New York, NY 10281, or virtually if it is held via live webcast. To participate in the special meeting via live webcast, visit https://www.cstproxy.com/one/sm2021 and enter the 12 digit control number included on your proxy card. You may register for the meeting as early as [•], Eastern Time, on [•], 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.
Q:
Why am I receiving this proxy statement/prospectus?
A:
AONE shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Markforged, with Markforged surviving the merger as a wholly owned subsidiary of Markforged Holding Corporation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section titled “BCA Proposal” for more detail.
A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.
As a condition to the Merger, AONE will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which AONE’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding AONE Class A ordinary share will convert automatically, on a one-for-one basis, into a share of Markforged Holding Common Stock; (2) each then issued and outstanding AONE Class B ordinary share will convert automatically, on a one-for-one basis, into a share of Markforged Holding Common Stock; (3) each then issued and outstanding AONE warrant will convert automatically into a Markforged Holding Corporation warrant, pursuant to the Warrant Agreement, dated as of August 17, 2020, between AONE and Continental (the “Warrant Agreement”); and (4) each of the then issued and outstanding units of AONE that have not been previously separated into the underlying AONE Class A ordinary shares and underlying AONE warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Markforged Holding Common Stock and one-fourth of one Markforged Holding Corporation warrant. See “Domestication Proposal” for additional information.
The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see “What amendments will be made to the current constitutional documents of AONE?” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF AONE AND MARKFORGED, CAREFULLY AND IN ITS ENTIRETY.
Q:
What proposals are shareholders of AONE being asked to vote upon?
A:
At the extraordinary general meeting, AONE is asking holders of ordinary shares to consider and vote upon:
 
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a proposal to approve by ordinary resolution and adopt the Merger Agreement;

a proposal to approve by special resolution the Domestication;

the following four separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

to authorize the change in the authorized capital stock of AONE from (i) 400,000,000 AONE Class A ordinary shares, 10,000,000 AONE Class B ordinary shares and 1,000,000 preferred shares, par value $0.0001 per share, to (ii) 1,000,000,000 shares of Markforged Holding Common Stock, and 100,000,000 shares of Markforged Holding Corporation preferred stock;

to authorize the board of directors of Markforged Holding Corporation to issue any or all shares of Markforged Holding Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Markforged Holding Corporation board of directors and as may be permitted by the DGCL;

to provide that the Certificate of Incorporation may only be amended by the affirmative vote of at least a majority of the outstanding shares of capital stock, with certain exceptions, to provide that the Bylaws may only be amended by the board of directors or by the affirmative vote of at least two-thirds of the outstanding shares of capital stock, with certain exceptions, and to provide that a majority of the outstanding shares entitled to vote shall constitute a quorum at any meeting of stockholders;

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex J and Annex K, respectively), including: (1) changing the corporate name from “one” to “Markforged Holding Corporation”, (2) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (3) removing the provision waiving directors’ and officers’ obligations to present a corporate opportunity to AONE, (4) providing that directors may be removed by stockholders only for cause, (5) providing that any action to be taken by stockholders may only be taken at a meeting of stockholders, and may not be taken by written consent in lieu thereof, (6) making Markforged Holding Corporation’s corporate existence perpetual and (7) removing certain provisions related to AONE’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination;

a proposal to approve by ordinary resolution the election of nine directors, who, upon consummation of the Business Combination, will be the directors of Markforged Holding Corporation;

a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, the issuance of (i) shares of Markforged Holding Common Stock to the PIPE Investors, pursuant to the PIPE Investment and (ii) shares of Markforged Holding Common Stock to the MarkForged Stockholders pursuant to the Merger Agreement;

a proposal to approve by ordinary resolution the 2021 Incentive Plan;

a proposal to approve by ordinary resolution the 2021 ESPP; and

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.
If AONE’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See “BCA Proposal”, “Domestication Proposal”, “Organizational Documents Proposals”, “Director Election Proposal”, “Stock Issuance Proposal”, “Incentive Plan Proposal”, “ESPP Proposal” and “Adjournment Proposal”.
 
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AONE will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of AONE should read it carefully.
After careful consideration, AONE’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of AONE and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of AONE’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of AONE and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, AONE’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of AONE’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
Are the proposals conditioned on one another?
A:
Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
Q:
Why is AONE proposing the Business Combination?
A:
AONE was organized to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.
Based on its due diligence investigations of Markforged and the industry in which it operates, including the financial and other information provided by Markforged in the course of AONE’s due diligence investigations, the AONE board of directors believes that the Business Combination with Markforged is in the best interests of AONE and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “BCA Proposal — AONE’s Board of Directors’ Reasons for the Business Combination” for additional information.
Although AONE’s board of directors believes that the Business Combination with Markforged presents a unique business combination opportunity and is in the best interests of AONE and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion:

AONE shareholders will be subject to the execution risks associated with Markforged Holding Corporation if they retained their public shares following the Closing, which are different from the risks related to holding public shares of AONE prior to the Closing;

risks associated with successful implementation of Markforged’s long-term business plan and strategy, and the inherent uncertainties of a business in a relatively nascent industry; and

risks associated with Markforged Holding Corporation realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control, such as the potential negative impact of the COVID-19 pandemic and related macroeconomic uncertainty.
These factors are discussed in greater detail in the section titled “BCA Proposal — AONE’s Board of Director’s Reasons for the Business Combination”, as well as in the section entitled “Risk Factors”.
 
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Q:
What will Markforged Stockholders receive in return for AONE’s acquisition of all of the issued and outstanding equity interests of Markforged?
A:
As a result of and upon the closing of the Merger (the “Closing”), each outstanding share of Markforged common stock (after giving effect to the Preferred Stock Conversion and the Employee Transactions) as of immediately prior to the effective time of the Merger will be converted into Markforged Holding Common Stock based on the Exchange Ratio, and Markforged Awards outstanding as of immediately prior to the effective time of the Merger will be converted into Markforged Holding Corporation awards based on the Exchange Ratio, representing an aggregate of approximately 165,500,000 shares of Markforged Holding Common Stock, representing a pre-transaction equity value of Markforged of approximately $1.655 billion. For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration”.
Q:
What is the value of the consideration to be received in the Merger?
A:
The exact value of the consideration to be received by holders of equity interests of Markforged at the Closing will depend on the amount of the Aggregate Fully Diluted Markforged Common Stock and the price of AONE ordinary shares as of such time.
For informational purposes only, assuming (i) an Equity Value of $1,655,000,000, (ii) Aggregate Fully Diluted Markforged Common Stock and Share Reserve of 173,800,029 (and a resulting Exchange Ratio of approximately 0.9522) and (iii) a market price of AONE ordinary shares of $11.85 per share (based on the closing price of AONE ordinary shares on the NYSE on March 26, 2021), if the Closing had occurred on March 26, 2021, then, giving effect to the Domestication, each share of Markforged common stock would have been canceled and converted into the right to receive approximately 0.9522 shares of Markforged Holding Common Stock, with an aggregate market value (based on the market price of AONE ordinary shares as of such date) of approximately $1.96 billion.
Q:
What equity stake will current AONE shareholders and Markforged Stockholders hold in Markforged Holding Corporation immediately after the consummation of the Business Combination?
A:
As of the date of this proxy statement/prospectus, there are 26,875,000 ordinary shares issued and outstanding, comprised of 5,375,000 founder shares held by the AONE Initial Shareholders and 21,500,000 public shares. As of the date of this proxy statement/prospectus, there are 8,525,000 warrants outstanding, comprised of the 3,150,000 private placement warrants held by the Sponsor and 5,375,000 public warrants. Each whole warrant entitles the holder thereof to purchase one AONE Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Markforged Holding Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the AONE fully diluted share capital would be 35,400,000 ordinary shares.
It is anticipated that, immediately following the Business Combination and related transactions, (1) AONE public shareholders will own approximately 10.1% of the outstanding Markforged Holding Common Stock with a deemed value of $10.00 per share, (2) Markforged Stockholders (as defined below) will own approximately 77.6% of the outstanding Markforged Holding Common Stock, (3) the Sponsor and related parties will collectively own approximately 2.5% of the outstanding Markforged Holding Common Stock, and (4) the PIPE Investors will own approximately 9.8% of outstanding Markforged Holding Common Stock. These percentages assume (i) that no AONE public shareholders exercise their redemption rights in connection with the Business Combination, (ii) that Markforged Holding Corporation issues an aggregate of 165,500,000 shares of Markforged Holding Common Stock, which includes all shares issuable in respect of Markforged Holding Options, Markforged Holding RSU Awards and the Markforged Share Reserve, (iii) that no Markforged Holding Warrants are exercised, (iv) that no Markforged Earnout Shares are issued and (v) that Markforged Holding Corporation issues 21,000,000 shares of Markforged Holding Common Stock to the PIPE Investors pursuant to the PIPE Investment, and includes all shares of Markforged Holding Common Stock issuable in respect of the AONE Class B ordinary shares, whether or not such shares would be vested at such time. The PIPE Investors have agreed to purchase 21,000,000 shares of Markforged Holding Common Stock, at $10.00 per share, for $210 million of gross proceeds. If the actual facts are different
 
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from these assumptions, the percentage ownership retained by AONE’s existing shareholders in the combined company will be different.
The following table illustrates varying ownership levels in Markforged Holding Corporation immediately following the consummation of the Business Combination based on the assumptions above.
Share Ownership in Markforged Holding Corporation
Pro Forma Combined
Assuming No Redemptions
Pro Forma Combined
Assuming Maximum Redemptions
Number of
Shares
Percentage of
Outstanding
Shares
Number of
Shares
Percentage of
Outstanding
Shares
Markforged Stockholders
165,500,000(1) 77.6% 165,500,000(1) 84.9%
AONE’s public shareholders
21,500,000 10.1% 2,992,378(2) 1.5%
Sponsor and related parties
5,375,000(3) 2.5% 5,375,000(3) 2.8%
PIPE Investors
21,000,000 9.8% 21,000,000 10.8%
Total
213,375,000 100.0% 194,867,378 100.0%
(1)
Includes shares subject to outstanding Markforged Awards and shares available for issuance in respect of authorized but not yet granted Markforged Awards under the 2013 Incentive Plan. Does not include any Markforged Earnout Shares. For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration”.
(2)
Based on the amount of redemptions, assuming unpaid transaction expenses of $40 million and receipt of the full PIPE Investment, that would permit AONE to satisfy the Minimum Cash Condition. If unpaid transaction expenses exceed $40 million, fewer public shares may be redeemed in order to satisfy the Minimum Cash Condition.
(3)
Includes all shares to be held upon conversion of AONE Class B ordinary shares, whether or not such shares are vested.
Q:
What is the maximum number of shares that may be redeemed in order for AONE to satisfy the Minimum Cash Condition?
A:
The maximum number of shares that may be redeemed while still permitted AONE to satisfy the Minimum Cash Condition depends on the amount of unpaid transaction costs at the time of Closing. Assuming the full amount of the PIPE Investment is received by AONE and unpaid transaction expenses of $40 million, 18,507,622 public shares will be subject to redemption. If unpaid transaction expenses exceed $40 million, the number of shares that may be redeemed will be less than 18,507,622. Provided that the combined cost of redemptions and unpaid transaction costs does not exceed $225,000,000, the Minimum Cash Condition will be met.
Q:
How has the announcement of the Business Combination affected the trading price of the AONE Class A ordinary shares?
A:
On February 23, 2021, the trading date before the public announcement of the Business Combination, AONE’s public units, Class A ordinary shares and warrants closed at $12.36, $11.30 and $3.39, respectively. On March 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, AONE’s public units, Class A ordinary shares and warrants closed at $12.82, $11.85 and $3.09 respectively.
Q:
Will the Company obtain new financing in connection with the Business Combination?
A:
Yes. The PIPE Investors have agreed to purchase in the aggregate 21,000,000 shares of Markforged Holding Common Stock, for $210,000,000 million of gross proceeds, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “BCA Proposal — Related Agreements — PIPE Subscription Agreements”.
 
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Q:
Why is AONE proposing the Domestication?
A:
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of AONE’s domicile to Delaware. Further, AONE’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. AONE’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication”.
To effect the Domestication, AONE will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which AONE will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.
Q:
What amendments will be made to the current constitutional documents of AONE?
A:
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, AONE’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace AONE’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:
Cayman Constitutional Documents
Proposed Organizational Documents
Authorized Shares (Organizational Documents Proposal A) The Cayman Constitutional Documents authorize 411,000,000 shares, consisting of 400,000,000 AONE Class A ordinary shares, 10,000,000 AONE Class B ordinary shares and 1,000,000 preferred shares. The Proposed Organizational Documents authorize 1,100,000,000 shares, consisting of 1,000,000,000 shares of Markforged Holding Common Stock and 100,000,000 shares of Markforged Holding Corporation preferred stock.
See paragraph 5 of the Existing Memorandum. See Article IV of the Proposed Certificate of Incorporation.
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B) The Cayman Constitutional Documents authorize the issuance of 1,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by AONE’s board of directors. Accordingly, AONE’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares
The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine.
 
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Cayman Constitutional Documents
Proposed Organizational Documents
with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of AONE to carry out a conversion of AONE Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles).
See paragraph 5 of the Existing Memorandum, and Article 3 of the Existing Articles.
See Article IV, Section B of the Proposed Certificate of Incorporation.
Required Approval to Amend Governing Documents (Organizational Documents Proposal C) The Cayman Constitutional Documents may be amended by special resolution, requiring the affirmative vote of the holders of at least two-thirds of the ordinary shares present or represented by proxy and voting on such matter.
The Proposed Certificate of Incorporation requires the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote thereon in order to amend or repeal any provision, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class; provided, that, Article VII, Limitation of Liability, may be amended or repealed only by the affirmative vote of not less than two-thirds of the outstanding shares of capital stock entitled to vote thereon as a class, and the affirmative vote of not less than two-thirds of the outstanding shares of each class entitled to vote thereon as a class.
The Proposed Certificate of Incorporation and the Proposed Bylaws provide that the Bylaws may be amended or repealed (i) by the board of directors, without the approval of stockholders, or (ii) by the affirmative vote of at least two-thirds of the outstanding shares entitled to vote thereon, voting as a single class; provided that, if such amendment or repeal is recommended by the board of directors, the affirmative vote of a majority of the outstanding shares entitled to vote thereon will be required for approval.
 
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Cayman Constitutional Documents
Proposed Organizational Documents
See Article 36 of the Existing Articles. See Articles VII, VIII and IX of the Proposed Certificate of Incorporation, and Article VI, Section 9 of the Proposed Bylaws.
Quorum (Organizational Documents Proposal C)
The Cayman Constitutional Documents provide that shareholders holding not less than one-third of the shares entitled to vote at such meeting, being present in person or by proxy, shall constitute a quorum at a meeting of shareholders.
See Article 14 of the Existing Articles.
The Proposed Bylaws provide that a majority of the outstanding shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders.
See Article I, Section 5 of the Proposed Bylaws.
Corporate Name (Organizational Documents Proposal D) The Cayman Constitutional Documents provide the name of the company is “one.” The Proposed Organizational Documents provide that the name of the corporation will be “Markforged Holding Corporation.”
Exclusive Forum (Organizational Documents Proposal D) The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act.
See Article VI, Section 8 of the Proposed Bylaws.
Corporate Opportunity (Organizational Documents Proposal D) The Caymans Constitutional Documents provide that the company renounces any interest or expectancy of the company in, or being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity, and that the directors, officers and certain related persons of the company and the Sponsor shall have no duty to communicate or offer any such corporate opportunity to the company, and shall not be liable for breach of any fiduciary duty in such capacity solely by reason of pursuing such opportunity, unless such opportunity is expressly offered to such person solely in their capacity as an officer or director of the company, and the The Proposed Organizational Documents do not include any waiver of the fiduciary duties of members of the board of directors with respect to the corporate opportunity doctrine.
 
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Cayman Constitutional Documents
Proposed Organizational Documents
opportunity is one the company is permitted to complete on a reasonable basis.
See Article 40 of the Existing Articles.
Stockholder Ability to Remove Directors (Organizational Documents Proposal D)
The Cayman Constitutional Documents provide that, following the closing of the Business Combination, a director may be removed by ordinary resolution.
See Article 17 of the Existing Articles.
The Proposed Certificate of Incorporation provides that any director may be removed from office (i) only for cause and (ii) only by the affirmative vote of the holders of not less than two-thirds of the outstanding shares of capital stock entitled to vote at an election of directors, voting as a single class.
See Article VI, Section 5 of the Proposed Certificate of Incorporation.
Ability to Act by Written Consent (Organizational Documents Proposal D)
The Caymans Constitutional Documents provide that the members may take action by writing without holding a meeting and, provided that all shareholders consent in writing, such written resolution shall be effective as if such votes were delivered at a meeting of shareholders.
See Article 14 of the Existing Articles.
The Proposed Certificate of Incorporation requires that any action required or permitted to be taken by stockholders must be effected at a duly called annual or special meeting, and may not be taken or effected by a written consent of the holders in lieu thereof.
See Article V of the Proposed Certificate of Incorporation.
Perpetual Existence (Organizational Documents Proposal D)
The Cayman Constitutional Documents provide that if AONE does not consummate a business combination (as defined in Cayman Constitutional Documents) twenty-four months after the closing of the IPO, AONE will cease all operations except for the purpose of winding up and will redeem the public shares and liquidate one’s trust account.
See Article 38 of the Existing Articles.
The Proposed Organizational Documents do not include any provisions relating to Markforged Holding Corporation’s ongoing existence; the default under the DGCL will make Markforged Holding Corporation’s existence perpetual.
Default rule under the DGCL.
 
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Cayman Constitutional Documents
Proposed Organizational Documents
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D) The Cayman Constitutional Documents include various provisions related to AONE’s status as a blank check company prior to the consummation of a business combination. The Proposed Organizational Documents do not include such provisions related to AONE’s status as a blank check company, which no longer will apply upon consummation of the Merger, as AONE will cease to be a blank check company at such time.
See Article 49 of the Existing Articles.
Q:
How will the Domestication affect my ordinary shares, warrants and units?
A:
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding AONE Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Markforged Holding Common Stock, (2) each of the then issued and outstanding AONE Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Markforged Holding Common Stock, (3) each then issued and outstanding AONE warrant will convert automatically into a Markforged Holding Corporation warrant, pursuant to the Warrant Agreement and (4) each of the then issued and outstanding units of AONE that have not been previously separated into the underlying AONE Class A ordinary shares and underlying AONE warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Markforged Holding Common Stock and one-fourth of one Markforged Holding Corporation warrant. See “Domestication Proposal” for additional information.
Q:
What are the U.S. federal income tax consequences of the Domestication?
A:
As discussed more fully under “U.S. Federal Income Tax Considerations,” AONE intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, and subject to the passive foreign investment company (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations,” U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder whose AONE Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our shares will not recognize any gain or loss and generally should not be required to include any part of AONE’s earnings in income in connection with the Domestication;

A U.S. Holder whose AONE Class A ordinary shares have a fair market value of $50,000 or more on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of AONE stock entitled to vote and less than 10% of the total value of all classes of AONE stock will generally recognize gain (but not loss) on the exchange of AONE Class A ordinary shares for Markforged Holding Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a dividend deemed paid by AONE of the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its AONE Class A ordinary shares provided certain other requirements are satisfied; and

A U.S. Holder whose AONE Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of AONE stock entitled to vote or 10% or more of the total value of all classes of AONE stock will generally be required to include in
 
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income as a dividend deemed paid by AONE of the all earnings and profits amount attributable to its AONE Class A ordinary shares as a result of the Domestication.
AONE does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.
Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of AONE Class A ordinary shares or AONE public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its AONE Class A ordinary shares or AONE public warrants for Markforged Holding Common Stock or Markforged Holding Warrants pursuant to the Domestication under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging AONE public warrants for newly issued Markforged Holding Warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the Markforged Holding Common Stock or Markforged Holding Warrants received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding AONE Class A ordinary shares and AONE public warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because AONE is a special purpose acquisition company with no current active business, it is likely that it was a PFIC for U.S. federal income tax purposes for the fiscal year ended December 31, 2020 and that it will be a PFIC in the current taxable year which ends as a result of the Domestication. If the proposed Treasury Regulations are finalized in their current form and, as expected, AONE is a PFIC, a U.S. Holder of AONE public warrants should be required to recognize gain (but not loss) on the exchange of such warrants for pursuant to the Domestication. In such case, similar gain recognition would apply to U.S. Holders of AONE Class A ordinary shares unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s AONE Class A ordinary shares. The aforementioned tax elections currently cannot be made with respect to such U.S. Holder’s AONE public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of AONE. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.” Each U.S. Holder of AONE Class A ordinary shares or AONE public warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of AONE Class A ordinary shares and AONE public warrants for Markforged Holding Common Stock and Markforged Holding Warrants pursuant to the Domestication.
Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s Markforged Holding Common Stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations — Effects of the Domestication on U.S. Holders.
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
 
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Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to waive its redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q:
How do I exercise my redemption rights?
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
(1)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(2)
submit a written request to Continental, AONE’s transfer agent, that Markforged Holding Corporation redeem all or a portion of your public shares for cash; and
(3)
deliver your share certificates (if any) and any other redemption forms to Continental, AONE’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
The address of Continental, AONE’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, AONE’s transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of AONE’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to the Company unless the Board of Directors of the Company determines (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you deliver your share certificates (if any) and any other redemption forms for redemption to Continental, AONE’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that AONE’s transfer agent return the shares (physically or
 
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electronically) to you. You may make such request by contacting Continental, AONE’s transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, AONE’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s share certificates (if any) and any other redemption forms (either physically or electronically) to Continental, AONE’s agent, at least two business days prior to the vote at the extraordinary general meeting.
If a holder of public shares properly makes a request for redemption and the share certificates (if any) and any other redemption forms as described above, then, if the Business Combination is consummated, Markforged Holding Corporation will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Markforged Holding Common Stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, AONE’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, AONE’s transfer agent, by 5:00 p.m. Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
The U.S. federal income tax consequences of the redemption depend on particular facts and circumstances. Please see the sections titled “U.S. Federal Income Tax Considerations — U.S. Holders — Effects of Exercising Redemption Rights” and “U.S. Federal Income Tax Considerations — Non-U.S. Holders — Effects of Ownership of Markforged Holding Common Stock or Markforged Holding Warrants on Non-U.S. Holders — Effects of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
A:
Following the closing of AONE’s initial public offering, an amount equal to $215,000,000 ($10.00 per unit) of the net proceeds from AONE’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of December 31, 2020, funds in the trust account totaled approximately $215 million and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of AONE’s obligation to redeem 100% of the public shares if it does not complete a business combination by August 20, 2022 and (3) the redemption of all of the public shares if AONE is unable to complete a business combination by August 20, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.
 
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Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of AONE public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Markforged Holding Corporation following the Business Combination. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination”.
Q:
What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Merger Agreement provides that the obligations of Markforged to consummate the Merger are conditioned on, among other things, that as of the Closing, the Trust Amount plus the PIPE Investment, after taking into account redemptions and transaction expenses, is at least equal to the Minimum Available Cash Amount. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause Markforged Holding Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of AONE and MarkForged, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on the NYSE of the shares of Markforged Holding Common Stock to be issued in connection with the Merger, (v) that AONE have at least $5,000,001 of net tangible assets upon Closing, (vi) the Minimum Cash Condition, (vii) the absence of any injunctions and (viii) the size and composition of the Board of Directors of Markforged Holding Corporation shall be as agreed upon pursuant to the Merger Agreement. For more information about conditions to the consummation of the Business Combination, see “BCA Proposal — The Merger Agreement”.
Q:
When do you expect the Business Combination to be completed?
A:
It is currently expected that the Business Combination will be consummated in the summer of 2021. This date depends, among other things, on the approval of the proposals to be put to AONE shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by AONE’s shareholders at the extraordinary general meeting and AONE elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “BCA Proposal — The Merger Agreement”.
Q:
What happens if the Business Combination is not consummated?
A:
AONE will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If AONE is not able to complete the Business Combination with Markforged by August 20, 2022 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, AONE will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
 
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(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A:
Neither AONE’s shareholders nor AONE’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q:
What do I need to do now?
A:
AONE urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. AONE’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Q:
If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.
 
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Q:
When and where will the extraordinary general meeting be held?
A:
The extraordinary general meeting will be held at [•], Eastern Time, on [•], 2021, at the offices of Cadwalader, Wickersham & Taft LLP located at 200 Liberty Street, New York, NY 10281, virtually via live webcast at https://www.cstproxy.com/one/sm2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Q:
Who is entitled to vote at the extraordinary general meeting?
A:
AONE has fixed [•], 2021 as the record date for the extraordinary general meeting. If you were a shareholder of AONE at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.
Q:
How many votes do I have?
A:
AONE shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 26,875,000 ordinary shares issued and outstanding, of which 21,500,000 were issued and outstanding public shares.
Q:
What constitutes a quorum?
A:
A quorum of AONE shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of no less than one-third of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 8,958,334 ordinary shares would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the extraordinary general meeting?
A:
The following votes are required for each proposal at the extraordinary general meeting:
(i)
BCA Proposal:   The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iii)
Organizational Documents Proposals:   The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iv)
Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(v)
Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(vi)
Incentive Plan Proposal:   The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary
 
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shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(vii)
ESPP Proposal:   The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(viii)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Q:
What are the recommendations of AONE’s board of directors?
A:
AONE’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of AONE’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of AONE’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of AONE and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, AONE’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of AONE’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
How does the Sponsor intend to vote their shares?
A:
The Sponsor has agreed to vote all the founder shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary meeting. As of the date of this proxy statement/prospectus, the Sponsor (including AONE’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of Markforged or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of AONE’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Markforged or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational
 
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Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) AONE’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on our ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. AONE will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of AONE’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of AONE and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, AONE’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of AONE’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
What happens if I sell my AONE ordinary shares before the extraordinary general meeting?
A:
The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders may send a later-dated, signed proxy card to AONE’s Secretary at AONE’s address set forth below so that it is received by AONE’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on [•], 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to AONE’s Secretary, which must be received by AONE’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the extraordinary general meeting?
A:
If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Markforged Holding Corporation. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of AONE. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
 
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Q:
What should I do with my share certificates, warrant certificates or unit certificates?
A:
Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, AONE’s transfer agent, prior to the extraordinary general meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication, holders of AONE units, Class A ordinary shares, Class B ordinary shares and warrants will receive shares of Markforged Holding Corporation common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
A:
AONE will pay the cost of soliciting proxies for the extraordinary general meeting. AONE has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. AONE has agreed to pay Morrow Sodali LLC a fee of $32,500, plus disbursements (to be paid with non- trust account funds). AONE will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of AONE Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of AONE Class A ordinary shares and in obtaining voting instructions from those owners. AONE’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Where can I find the voting results of the extraordinary general meeting?
A:
The preliminary voting results will be expected to be announced at the extraordinary general meeting. AONE will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: AONE.info@investor.morrowsodali.com
 
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You also may obtain additional information about AONE from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference”. If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your share certificates (if any) and any other redemption forms to Continental, AONE’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Robert Zubrycki
E-Mail: rzubrycki@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section titled “BCA Proposal — The Merger Agreement”.
Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (ii) do not include any shares issuable upon the exercise of the warrants.
The Parties to the Business Combination
AONE
AONE is a blank check company incorporated on June 24, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. AONE has neither engaged in any operations nor generated any revenue to date. Based on AONE’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On August 20, 2020, AONE consummated the initial public offering of its units, with each unit consisting of one AONE Class A ordinary share and one-fourth of one public warrant. Simultaneously with the closing of the initial public offering, AONE completed the private sale of 3,150,000 private placement warrants to the Sponsor at a purchase price of $2.00 per private placement warrant, generating gross proceeds to AONE of $6.3 million. The private placement warrants are identical to the warrants sold as part of the units in AONE’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees, such warrants: (i) will not be redeemable by AONE (except in certain redemption scenarios when the price per AONE Class A ordinary share equals or exceeds $10.00 (as adjusted)); (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of AONE’s initial business combination (including the AONE Class A ordinary shares issuable upon exercise of the warrants); (iii) may be exercised by the holders on a cashless basis; and (iv) are entitled to registration rights (including the AONE Class A ordinary shares issuable upon exercise of the warrants).
Following the closing of AONE’s initial public offering, a total of $215.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. As of December 31, 2020, funds in the trust account totaled approximately $215.0 million. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of AONE’s initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend AONE’s amended and restated memorandum and articles of association (a) to modify the substance or timing of AONE’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if AONE does not complete its initial business combination by August 20, 2022, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of AONE’s public shares if AONE has not completed its initial business combination by August 20, 2022, subject to applicable law.
The AONE units, AONE Class A ordinary shares and AONE warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “AONE.U”, “AONE” and “AONE.WS”, respectively.
 
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AONE’s principal executive office is located at 16 Funston Ave., Suite A, The Presidio of San Francisco, San Francisco, California 94129. Its telephone number is (415) 480-1752. AONE’s corporate website address is a-star.co. AONE’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Merger Sub
Caspian Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of AONE. Merger Sub does not own any material assets or operate any business.
Markforged
Markforged is a Delaware corporation incorporated on June 7, 2013. Markforged’s platform, The Digital Forge, is an intuitive additive manufacturing platform powering engineers, designers and manufacturing professionals globally. The Digital Forge combines precise and reliable 3D printers and both metal and composite proprietary materials seamlessly with its cloud-based learning software to empower manufacturers to create more resilient and agile supply chains. Markforged’s principal executive office is located at 480 Pleasant Street, Watertown, MA 02472. Its telephone number is (866) 496-1805.
Proposals to be Put to the Shareholders of AONE at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the extraordinary general meeting of AONE and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
BCA Proposal
As discussed in this proxy statement/prospectus, AONE is asking its shareholders to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021, by and among AONE, Merger Sub and Markforged, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of AONE to Delaware as described below, the merger of Merger Sub with and into Markforged (the “Merger”), with Markforged surviving the merger as a wholly owned subsidiary of Markforged Holding Corporation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section titled “BCA Proposal — AONE’s Board of Directors’ Reasons for the Business Combination,” AONE’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for AONE’s initial public offering, including that the business of Markforged and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see “BCA Proposal.
Merger Consideration
As a result of and upon the closing of the Merger (the “Closing”), each outstanding share of Markforged common stock (after giving effect to the Preferred Stock Conversion and the Employee Transactions) as of immediately prior to the effective time of the Merger will be converted into Markforged Holding Common Stock based on the Exchange Ratio, and Markforged Awards outstanding as of immediately prior to the effective time of the Merger will be converted into Markforged Holding Corporation awards based on the Exchange Ratio, representing an aggregate of approximately 165,500,000 shares of Markforged Holding Common Stock, representing a pre-transaction equity value of Markforged of approximately $1.655 billion. For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration”.
 
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Earnout Shares
Pursuant to the Merger Agreement, the holders of Markforged common stock and Markforged Awards (whether vested or not) immediately prior to the Effective Time will be entitled to receive, on a pro rata basis, up to 14,666,667 additional shares of Markforged Holding Common Stock (“Markforged Earnout Shares”) as follows: (i) if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period, 8,000,000 Markforged Earnout Shares will be issued, (ii) if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period, 6,666,667 Markforged Earnout Shares will be issued and (iii) upon a change of control or a liquidation of Markforged Holding Corporation, all previously unearned Markforged Earnout Shares will be issued. Markforged stockholders will not receive any Markforged Earnout Shares not earned within five years of the date that the Business Combination is consummated. Any Markforged Earnout Share that would otherwise be distributed to a holder of a Markforged Award that is unvested as of the date of distribution will be distributed in the form of a restricted stock unit in respect of Markforged Holding Common Stock to such holder, which will vest subject to the same vesting conditions as the underlying award. If such Markforged Award holder forfeits the underlying Markforged Award, then such holder’s right to receive the allocable Markforged Earnout Shares will immediately terminate (and such Markforged Earnout Shares would instead be distributed on a pro rata basis to the other holders of Markforged common stock and Markforged Awards).
Pursuant to the Sponsor Support Agreement, entered into on February 23, 2021, by and among AONE, A-star, a Cayman Islands limited liability company and AONE’s sponsor (the “Sponsor”), and the other holders of the AONE Class B ordinary shares (collectively, the “AONE Initial Shareholders”) (the “Sponsor Support Agreement”), 50%, or 2,610,000, of the shares of Markforged Holding Common Stock held by the Sponsor as a result of the conversion of its Class B ordinary shares in connection with the Domestication (the “Sponsor Earnout Shares”) will be subject to the following vesting conditions: (i) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period and (ii) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period. Any Sponsor Earnout Shares not vested at the time that is five years after the consummation of the Business Combination will be forfeited.
Closing Conditions
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by AONE’s shareholders of the Business Combination and related agreements and transactions, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on the NYSE of the shares of Markforged Holding Common Stock to be issued in connection with the Merger), (iv) that Markforged Holding Corporation has at least $5,000,001 of net tangible assets upon Closing, (v) the absence of any injunctions and (vi) that the Board of Directors of Markforged Holding Corporation will consist of up to nine directors, of which (a) seven will be the directors agreed upon pursuant to the Merger Agreement (including Kevin Hartz, AONE’s Chief Executive Officer) and (b) two will be independent directors to be designated by Markforged, one of whom will be designated by Markforged to serve as Chairperson of the Board of Directors of Markforged Holding Corporation.
Other conditions to Markforged’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed and (ii) AONE has the Minimum Available Cash Amount of at least $200,000,000. If AONE does not have the Minimum Available Cash Amount, then the Minimum Cash Condition will be deemed not to have been satisfied.
This condition is for the sole benefit of Markforged. If such condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will AONE redeem public shares in an amount that would cause Markforged Holding Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
 
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For further details, see “BCA Proposal — The Merger Agreement.
Domestication Proposal
As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then AONE will ask its shareholders to approve by special resolution the Domestication Proposal. Pursuant to the terms of the Merger Agreement, as a condition to closing the Business Combination, the board of directors of AONE has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved by AONE’s shareholders, will authorize a change of AONE’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while AONE is currently governed by the Cayman Islands Companies Act, upon the Domestication, Markforged Holding Corporation will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law, as well as between the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, AONE encourages shareholders to carefully review the information in the section titled “Comparison of Corporate Governance and Shareholder Rights”.
As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding AONE Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Markforged Holding Common Stock, (ii) each of the then issued and outstanding AONE Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Markforged Holding Common Stock; (iii) each then issued and outstanding AONE warrant will convert automatically into a Markforged Holding Warrant, pursuant to the Warrant Agreement and (iv) each of the then issued and outstanding AONE units that have not been previously separated into the underlying AONE Class A ordinary shares and underlying AONE warrants upon the request of the holder thereof will be canceled and will entitle the holder thereof to one share of Markforged Holding Common Stock and one-fourth of one Markforged Holding Warrant.
For additional information, see “Domestication Proposal”.
Organizational Documents Proposals
If the BCA Proposal and the Domestication Proposal are approved, AONE will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. AONE’s board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Markforged Holding Corporation after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
(A)
Organizational Documents Proposal A — to authorize the change in the authorized capital stock of AONE from 400,000,000 Class A ordinary shares, par value $0.0001 per share (the “AONE Class A ordinary shares”), 10,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share (the “AONE preferred shares”), to 1,000,000,000 shares of common stock, par value $0.0001 per share, of Markforged Holding Corporation (the “Markforged Holding Common Stock”), and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Markforged Holding Corporation (the “Markforged Holding Corporation preferred stock”);
(B)
Organizational Documents Proposal B — to authorize the board of directors of Markforged Holding Corporation to issue any or all shares of Markforged Holding Corporation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by Markforged Holding Corporation’s board of directors and as may be permitted by the DGCL; and
(C)
Organizational Documents Proposal C — to provide that the Certificate of Incorporation may only be amended by the affirmative vote of at least a majority of the outstanding shares of capital stock, with
 
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certain exceptions, to provide that the Bylaws may only be amended by the board of directors or by the affirmative vote of at least two-thirds of the outstanding shares of capital stock, with certain exceptions, and to provide that a majority of the outstanding shares entitled to vote shall constitute a quorum at any meeting of stockholders;
(D)
Organizational Documents Proposal D — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex J and Annex K, respectively), including: (1) changing the corporate name from “one” to “Markforged Holding Corporation”, (2) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (3) removing the provision waiving directors’ and officers’ obligations to present a corporate opportunity to AONE, (4) providing that directors may be removed by stockholders only for cause, (5) providing that any action to be taken by stockholders may only be taken at a meeting of stockholders, and may not be taken by written consent in lieu thereof, (6) making Markforged Holding Corporation’s corporate existence perpetual and (7) removing certain provisions related to AONE’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.
The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and AONE encourages shareholders to carefully review the information set out in the section titled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of Markforged Holding Corporation.
For additional information, see “Organizational Documents Proposals.
Director Election Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal are approved, AONE’s shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the board of directors of Markforged Holding Corporation will consist of nine directors.
For additional information, see “Director Election Proposal”.
Stock Issuance Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal are approved, AONE’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal.
For additional information, see “Stock Issuance Proposal”.
Incentive Plan Proposal
Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the ESPP Proposal are approved, AONE’s shareholders are also being asked to approve by ordinary resolution the 2021 Incentive Plan, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code.
For additional information, see “Incentive Plan Proposal”.
ESPP Proposal
Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved, AONE’s shareholders are also being asked to approve by ordinary resolution the 2021 ESPP, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code.
 
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For additional information, see “ESPP Proposal”.
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize AONE to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved), AONE’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.
For additional information, see “Adjournment Proposal.”
AONE’s Board of Directors’ Reasons for the Business Combination
AONE was organized for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
In evaluating the Business Combination, the AONE board of directors consulted with AONE’s management and considered a number of factors. In particular, the AONE board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

Rapidly expanding industry and substantial future opportunities: The additive manufacturing industry, currently a small portion of global manufacturing activity, is poised to expand significantly in the years ahead. The board of directors considered, among other things, the utility of 3D printing technology in enabling manufacturers to adjust and refine their designs, reduce the impact of supply chain disruptions by building parts in-house, reduce the cost and improve the efficiency of manufacturing, as well as a third-party analysis that predicted that the industry could grow by over $100 billion over the next decade.

Scalability of business. The board of directors also considered Markforged’s position and trajectory within this industry, gaining substantially in market share since the launch of its offering, the wide array of industries in which its products could be utilized, its strong and growing base of installed printers among individual customers and worldwide to new customers, blue-chip customers including leading firms in the aerospace and automotive sectors and a strong global distribution and selling network to support the scaling of the business. The board of directors also considered the potential to grow and scale the business through acquisitions of other companies and technologies within the industry, and the benefits of access to public capital markets to support both product development and the scaling of the business.

Unique technology, differentiated offering and defensible comparative advantage. The board of directors considered both the technology in Markforged’s 3D printers themselves, as well as the software and AI technology supporting the operation of these 3D printers. Markforged’s Continuous Reinforcement Technology uses strands of carbon fiber to build high-strength parts, and prints these materials in a manner that can be precisely controlled to produce a range of parts with high accuracy. Markforged’s metal printing technology reduces complexity in manufacturing parts, improves the speed and accuracy of production, and enables design flexibility. The board of directors considered, in particular, the cloud-based AI software supporting Markforged’s 3D printer, which aggregates data from its connected fleet of printers worldwide in order to continually improve the operation and capabilities of its printers, including with respect to speed, materials usage, and implementation of new features through over-the-air software updates. The board of directors considered the advantages of this technology in comparison to the previous generation and existing offerings in additive manufacturing, including in the strength of parts, accuracy of printing, design flexibility, and accessibility of adopting this technology in terms of cost and ease of operation.

Strong proprietary technology. The board of directors took into consideration the defensibility of Markforged’s intellectual property, including its portfolio of over 170 issued and pending patents protecting its key technologies.
 
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Strong leadership and talent. The board of directors considered Markforged’s management team and technical talent, including outstanding leadership and upper-level management (including certain founders of the company as well as those who have joined the company in recent years), with business experience across the technology and manufacturing sectors, operational and sales expertise relevant to the additive manufacturing market, and a high level of engineering and programming talent among the company’s leadership and team members.

Attractive valuation, business model, financial performance (past and projected). The board of directors evaluated the financial performance of Markforged in growing its total revenue, gross profits, gross margins, EBIT and free cash flow, on both a historical and projected basis.
For a more complete description of the AONE board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the AONE board of directors, see the section titled “BCA Proposal — AONE’s Board of Directors’ Reasons for the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “BCA Proposal — Related Agreements.”
Sponsor Support Agreement
Pursuant to the Sponsor Support Agreement, attached hereto as Annex B, the Sponsor and each director of AONE agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not to redeem any shares of AONE common stock owned by them in connection with the transactions contemplated by the Merger Agreement, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.
The Sponsor Support Agreement also provides that 50%, or 2,610,000, of the shares of Markforged Holding Common Stock held by the Sponsor as a result of the conversion of its Class B ordinary shares in connection with the Domestication (the “Sponsor Earnout Shares”) will be subject to the following vesting conditions: (i) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $12.50 for any 20 trading days in a consecutive 30-trading day period and (ii) 50% of the Sponsor Earnout Shares (25% of the Sponsor’s total shares) will vest if the volume-weighted average price of Markforged Holding Common Stock is at least $15.00 for any 20 trading days in a consecutive 30-trading day period. Any Sponsor Earnout Shares not vested at the time that is five years after the consummation of the Business Combination will be forfeited.
For additional information, see “BCA Proposal — Merger Consideration — Earnout Shares — Related Agreements — Sponsor Support Agreement.”
Markforged Stockholders Support Agreement
In connection with the execution of the Merger Agreement, AONE entered into a support agreement with Markforged and certain stockholders of Markforged, representing, in the aggregate, 78.6% of the voting power of the outstanding Markforged capital stock, voting as a single class and on an as-converted basis, as of February 23, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C. Pursuant to the Markforged Stockholder Support Agreement, such Markforged Stockholders agreed to, among other things, vote to adopt and approve, following the effectiveness of the Registration Statement, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of Markforged Stockholders Support Agreement.
For additional information, see “BCA Proposal — Related Agreements — Markforged Holders Support Agreement”.
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Markforged Holding Corporation, the Sponsor, the members of and certain affiliates of the Sponsor and certain former stockholders of Markforged
 
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(the “Markforged Holders”) will enter into the Registration Rights Agreement, pursuant to which Markforged Holding Corporation will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Markforged Holding Common Stock and other equity securities of Markforged Holding Corporation that are held by the parties thereto from time to time. The Registration Rights Agreement replaces the registration rights agreement that was entered into by AONE, the Sponsor and the other parties thereto in connection with AONE’s initial public offering, which will terminate effective upon the entry into the Registration Rights Agreement. A copy of the Registration Rights Agreement is attached hereto as Annex E.
For additional information, see “BCA Proposal — Related Agreements — Registration Rights Agreement”.
Lock-up Agreement
The Merger Agreement contemplates that, at the Closing, Markforged Holding Corporation, the Sponsor, the members of and certain affiliates of the Sponsor, and certain Markforged Holders, will agree to restrictions on transfer for up to 180 days, subject to the granting of early release, following the Closing with respect to the shares of Markforged Holding Common Stock held by them immediately following the Closing. A copy of the Lock-up Agreement is attached hereto as Annex F.
For additional information, see “BCA Proposal — Related Agreements — Lock-up Agreement.
PIPE Subscription Agreements
In connection with the execution of the Merger Agreement, AONE entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 21,000,000 shares of Markforged Holding Common Stock at $10.00 per share for an aggregate commitment amount of $210,000,000. The obligation of the parties to consummate the purchase and sale of the shares covered by each Subscription Agreement is conditioned upon terms including, but not limited to: (i) the satisfaction or waiver of certain closing conditions to the Merger Agreement, (ii) the representations and warranties of the parties made in the Subscription Agreement being true and correct to the standard applicable to such representations and warranties as of the applicable dates, (iii) the approval for listing on the NYSE of the shares to be issued to the PIPE Investors and (iv) the absence of any amendment of, or waiver or modification to, the Merger Agreement that would materially adversely affect the PIPE Investors. The closings under the Subscription Agreements will occur prior to or substantially concurrently with the Closing. The closings under the Subscription Agreements will occur prior to or substantially concurrently with the Closing. A copy of the Form of Subscription Agreement is attached hereto as Annex D.
For additional information, see “BCA Proposal — Related Agreements — PIPE Subscription Agreements”.
Ownership of Markforged Holding Corporation following Business Combination
As of the date of this proxy statement/prospectus, there are 26,875,000 ordinary shares issued and outstanding, which include the 5,375,000 founder shares held by the Sponsor and related parties and 21,500,000 public shares. As of the date of this proxy statement/prospectus, there are 8,525,000 warrants outstanding, which include the 3,150,000 private placement warrants held by the Sponsor and 5,375,000 public warrants. Each whole warrant entitles the holder thereof to purchase one AONE Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Markforged Holding Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the AONE fully diluted share capital would be 35,400,000 ordinary shares.
It is anticipated that, immediately following the Business Combination and related transactions, (1) AONE public shareholders will own approximately 10.1% of the outstanding Markforged Holding Common Stock, (2) Markforged Stockholders (as defined below) will own approximately 77.6% of the outstanding Markforged Holding Common Stock, (3) the Sponsor and related parties will collectively own approximately 2.5% of the outstanding Markforged Holding Common Stock, and (4) the PIPE Investors will
 
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own approximately 9.8% of outstanding Markforged Holding Common Stock. These percentages assume (i) that no AONE public shareholders exercise their redemption rights in connection with the Business Combination, (ii) that Markforged Holding Corporation issues an aggregate of 165,500,000 shares of Markforged Holding Common Stock, which includes all shares issuable in respect of Markforged Holding Options, Markforged Holding RSU Awards and the Markforged Share Reserve, (iii) that no Markforged Holding Warrants are exercised, (iv) that no Markforged Earnout Shares are issued and (v) that Markforged Holding Corporation issues 21,000,000 shares of Markforged Holding Common Stock to the PIPE Investors pursuant to the PIPE Investment, and includes all shares of Markforged Holding Common Stock issuable in respect of the AONE Class B ordinary shares, whether or not such shares are vested at such time. The PIPE Investors have agreed to purchase 21,000,000 shares of Markforged Holding Common Stock, at $10.00 per share, for approximately $210 million of gross proceeds. If the shares of Markforged Holding Common Stock underlying Markforged Holding Options, Markforged Holding RSU Awards and the Markforged Share Reserve are not included, (1) AONE public shareholders will own approximately 11.2% of the outstanding Markforged Holding Common Stock, (2) Markforged Stockholders will own approximately 75.0% of the outstanding Markforged Holding Common Stock, (3) the Sponsor and related parties will collectively own approximately 2.8% of the outstanding Markforged Holding Common Stock, and (4) the PIPE Investors will own approximately 11.0% of outstanding Markforged Holding Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by AONE’s existing shareholders in the combined company will be different.
The following table summarizes the pro forma shares of Markforged Holding Common Stock outstanding under each redemption scenario as it relates to the pro forma balance sheet, excluding the potential dilutive effect of Markforged Earnout Shares, AONE warrants, and outstanding awards:
Assuming No Redemptions
Assuming Maximum Redemptions
Shares
%
Shares
%
AONE Class A shareholders
21,500,000 11.2% 2,992,378 1.7%
Markforged existing shareholders
143,333,022 75.0% 143,333,022 83.0%
PIPE investors
21,000,000 11.0% 21,000,000 12.2%
AONE Class B shareholders
5,375,000 2.8% 5,375,000 3.1%
Closing shares
191,208,022 100.0% 172,700,400 100.0%
Organizational Structure
Following the Business Combination, Markforged Holding Corporation will be a publicly traded company and will directly wholly own MarkForged, Inc. The following diagram depicts the organizational structure of Markforged and Markforged Holding Corporation following the Business Combination.
[MISSING IMAGE: tm2110830d1-fc_organ4c.jpg]
 
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Date, Time and Place of Extraordinary General Meeting of AONE’s Shareholders
The extraordinary general meeting of the shareholders of AONE will be held at [•], Eastern Time, on [•], at the offices of Cadwalader, Wickersham & Taft LLP located at 200 Liberty St., New York, New York 10281, or virtually via live webcast at https://www.cstproxy.com/one/sm2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.
Voting Power; Record Date
AONE shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on [•], 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. AONE warrants do not have voting rights. As of the close of business on the record date, there were 26,875,000 ordinary shares issued and outstanding, of which 21,500,000 were issued and outstanding public shares.
Quorum and Vote of AONE Shareholders
A quorum of AONE shareholders is necessary to hold a valid meeting. A quorum will be present at the AONE extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 8,958,334 ordinary shares would be required to achieve a quorum.
The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the AONE Initial Shareholders own 20.0% of the issued and outstanding ordinary shares.
The proposals presented at the extraordinary general meeting require the following votes:

BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
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Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request of AONE that Markforged Holding Corporation redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), AONE’s transfer agent, that Markforged Holding Corporation redeem all or a portion of your public shares for cash; and

deliver your share certificates (if any) and any other redemption forms to Continental, AONE’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, AONE’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal.
If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, AONE’s transfer agent, Markforged Holding Corporation will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Markforged Holding Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of AONE — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as
 
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defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of AONE have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including AONE’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither AONE shareholders nor AONE warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. AONE has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of AONE — Revoking Your Proxy.”
Interests of AONE’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of AONE’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and AONE’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of AONE shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to AONE’s initial public offering, the Sponsor purchased 5,375,000 AONE Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.0047 per share. Subsequently, also prior to the initial public offering, the Sponsor transferred an aggregate of 155,000 AONE Class B ordinary shares to Michelle Gill, Lachy Groom, Gautam Gupta, Pierre Lamond, Laura de Petra and Trina Spear. If AONE does not consummate a business combination by August 20, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,375,000 AONE Class B ordinary shares collectively owned by AONE’s initial shareholders would be worthless because following the redemption of the public shares, AONE would likely have few, if any, net assets and because the Sponsor and AONE’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any AONE Class A ordinary shares and AONE Class B ordinary shares held by it or them, as applicable, if AONE fails to complete a business combination within the required period. Additionally, in such event, the 3,150,000 private placement warrants purchased by the Sponsor simultaneously with the consummation of AONE’s initial public offering for an aggregate purchase price of $6.3 million, will also expire worthless. Certain of AONE’s directors and executive officers, including Kevin Hartz, Gautam Gupta, Eugene “Spike” Lipkin and Troy Steckenrider, also have an economic interest in such private placement warrants and AONE Class B ordinary shares owned by the Sponsor.
 
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The 5,375,000 shares of Markforged Holding Common Stock into which the 5,375,000 AONE Class B ordinary shares collectively held by the AONE Initial Shareholders will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $63.6 million based upon the closing price of $11.85 per public share on the NYSE on March 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of Markforged Holding Common Stock will be subject to certain restrictions, including those described above, AONE believes such shares have less value. The 3,150,000 Markforged Holding Warrants into which the 3,150,000 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $9.7 million based upon the closing price of $3.09 per public warrant on the NYSE on March 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

The Sponsor (including its representatives and affiliates) and AONE’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to AONE. For example, Messrs. Hartz, Gupta, and Steckenrider, each of whom serves as an officer and/or director of AONE and may be considered an affiliate of the Sponsor, have also recently incorporated two (“TWOA”), a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its initial business combination. Mr. Hartz is Co-Chief Executive Officer and a director of TWOA. Mr. Gupta is Co-Chief Executive Officer of TWOA. and Mr. Steckenrider is the Chief Financial Officer of TWOA. In addition, Mr. Lamond and Ms. Gill, independent directors of AONE, also serve as independent directors of TWOA. The Sponsor and AONE’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to AONE completing its initial business combination. AONE’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to AONE, and the other entities to which they owe certain fiduciary or contractual duties, including to TWOA. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in AONE’s favor and such potential business opportunities may be presented to other entities prior to their presentation to AONE, subject to applicable fiduciary duties under the Cayman Islands Companies Act. AONE’s Cayman Constitutional Documents provide that AONE renounces its interest in any corporate opportunity offered to any director or officer of AONE unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of AONE and it is an opportunity that AONE is able to complete on a reasonable basis.

AONE’s existing directors and officers will be eligible for continued indemnification and continued coverage under AONE’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

In the event that AONE fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, AONE will be required to provide for payment of claims of creditors that were not waived that may be brought against AONE within the ten years following such redemption. In order to protect the amounts held in AONE’s trust account, the Sponsor has agreed that it will be liable to AONE if and to the extent any claims by a third party (other than AONE’s independent auditors) for services rendered or products sold to AONE, or a prospective target business with which AONE has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of AONE’s initial public offering against certain liabilities, including liabilities under the Securities Act.

AONE’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on AONE’s behalf, such as identifying
 
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and investigating possible business targets and business combinations. However, if AONE fails to consummate a business combination by August 20, 2022, they will not have any claim against the trust account for reimbursement. AONE’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $40 million of transaction expenses (excluding the deferred underwriting commissions being held in the trust account). Accordingly, AONE may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed by such date.

Pursuant to the Registration Rights Agreement, the AONE Initial Shareholders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Markforged Holding Common Stock and warrants held by such parties following the consummation of the Business Combination.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and all of AONE’s directors have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including AONE’s independent directors) owns 20.0% of the issued and outstanding ordinary shares of AONE.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of Markforged or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (ii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of AONE’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Markforged or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (x) increase the likelihood of approving the Condition Precedent Proposals and (y) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.
Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. AONE will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of AONE’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of AONE and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, AONE’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
 
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Interests of Markforged’s Directors and Officers in the Business Combination
When you consider the recommendation of AONE’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that Markforged’s directors and executive officers may have interests in such proposal that are different from, or in addition to, those of AONE shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Treatment of Markforged Equity Awards in the Business Combination. Under the Merger Agreement, all outstanding stock options and restricted stock units (“RSUs”) granted by Markforged prior to the Closing will be converted to awards for shares of Markforged Holding Common Stock that will be subject to the same terms and conditions as were in effect prior to the Closing. See the section entitled “BCA Proposal  — The Merger Agreement — Consideration — Treatment of Markforged Options and Restricted Stock Unit Awards “ for more information.
The amounts listed in the table below represent the number of stock options and/or RSUs to be held by each executive officer and director of Markforged immediately following consummation of the Business Combination. Stock options are stated as total outstanding stock options with the estimated intrinsic value of each executive officer’s and director’s stock options calculated as to the total outstanding stock options for each individual award multiplied by the difference between (i) the $10.00 fair value of Markforged Holding Common Stock under the Merger Agreement and (ii) the stock option exercise price. Additionally, RSUs are stated as total outstanding RSUs with the estimated intrinsic value of each executive officer’s and director’s RSUs calculated as to the total outstanding RSUs multiplied by the $10.00 fair value of Markforged Holding Common Stock as under the Merger Agreement.
Name
Options
RSUs
Intrinsic Value
Shai Terem
6,750,940 0 $ 67,509,400
David Benhaim
3,181,503 0 $ 31,815,030
Antonio Rodriguez
0 0 $ 0
Edward T. Anderson
0 0 $ 0
Michael Medici
0 0 $ 0
Paul Milbury
798,998 0 $ 7,989,980
Gregory Thomas Mark
401,820 0 $ 4,018,200
Assaf Zipori
809,406 0 $ 8,094,060

Director Compensation. Following the Business Combination, the Markforged Holding Corporation board of directors intends to adopt a non-employee director compensation practice (“Director Compensation Practice”). We intend that the Director Compensation Practice will provide for compensation in the form of cash, equity or a combination of both. At the time of the filing of this proxy statement/prospectus, no amounts of compensation in any form have been determined for directors in connection with the Director Compensation Practice. For more information on the Director Compensation Practice we intend to adopt, see the section entitled “— Director Compensation” below.

Markforged Earnout Shares. The holders of Markforged common stock and Markforged Awards (whether vested or not) immediately prior to the Effective Time will be entitled to receive, on a pro rata basis, up to 14,666,667 additional shares of Markforged Holding Common Stock upon the price of Markforged Holding Common Stock achieving certain thresholds. Each of the officers of Markforged and directors Shai Terem, Gregory Mark, David Benhaim and Paul Milbury are the direct owners of Markforged common stock and/or Markforged Awards. In addition, directors Michael Medici, Edward Anderson and Antonio Rodriguez are the partners or managing directors of, and may be deemed to be affiliated with, Summit Partners, North Bridge and Matrix, which entities will collectively be eligible to receive up to 4,674,907 Markforged Earnout Shares. Any Markforged Earnout Share that would otherwise be distributed to a holder of a Markforged Award that is unvested as of the date of distribution will be distributed in the form of a restricted stock unit in respect of Markforged Holding Common Stock to such holder, which will vest subject to the same vesting conditions as the underlying award. If such Markforged Award holder forfeits the underlying
 
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Markforged Award, then such holder’s right to receive the allocable Markforged Earnout Shares will immediately terminate (and such Markforged Earnout Shares would instead be distributed on a pro rata basis to the other holders of Markforged common stock and Markforged Awards).

Employee Transactions. Prior to the Business Combination, Markforged will repurchase or settle for cash shares of common stock and stock options, as applicable, from certain of its stockholders, for a total value of approximately $45.0 million comprised of: 3,917,064 shares of common stock from Gregory Mark for a total value of $37.3 million, 724,604 shares of common stock and stock options from David Benhaim for a total value of $6.9 million, 84,012 shares of common stock and stock options from Shai Terem for a total value of $800,000.
For more information relating to the 2021 Incentive Plan and 2021 ESPP, see “Incentive Plan Proposal” and “ESPP Proposal” discussed below.
Recommendation to Shareholders of AONE
AONE’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of AONE’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of AONE’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of AONE and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, AONE’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of AONE’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Markforged Holding Corporation issues or, as applicable, reserves for issuance in respect of Markforged Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Markforged Holding Common Stock, an aggregate of 165,375,000 shares of Markforged Holding Common Stock pursuant to the Merger Agreement. If the actual facts are different from these assumptions, the below figures will be different.
Sources
Uses
($ in millions)
Cash and investments held in trust account(1)
$ 215
Cash to balance sheet
$ 375
PIPE Investment(2)
$ 210
Transaction fees and expenses(3)(4)
$ 40
Total Sources
$ 415
Total Uses
$ 415
(1)
Calculated as of December 31, 2020.
(2)
Shares issued in the PIPE Investment are at a deemed value of $10.00 per share.
(3)
Includes deferred underwriting commission of $7,525,000 and estimated transaction expenses.
(4)
Payment is subject to adjustment in accordance with the Merger Agreement.
U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, see “U.S. Federal Income Tax Considerations”.
 
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Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Markforged Holding Corporation immediately following the Domestication will be the same as those of AONE immediately prior to the Domestication.
The Business Combination
We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), AONE is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is expected to be reflected as the equivalent of Markforged issuing stock for the historical net assets of AONE, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. The financial statements of Markforged Holding Corporation will represent a continuation of the financial statements of Markforged. Operations prior to the Business Combination will be those of Markforged. See the subsection titled “The Business Combination — Expected Accounting Treatment of the Business Combination” for additional discussion.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On March 9, 2021, AONE and Markforged filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination.
At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AONE cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, AONE cannot assure you as to its result.
Neither AONE nor Markforged is aware of any material regulatory approvals or actions required by regulatory authorities for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions is required, such approvals or actions will be sought. There can be no assurance, however, that any approvals or actions, including any such additional approvals or actions will be obtained.
Emerging Growth Company
AONE is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in AONE’s periodic
 
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reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. AONE has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, AONE, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of AONE’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of AONE’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the last business day of our second fiscal quarter; or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.
Additionally, AONE is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Markforged Holding Corporation will remain a smaller reporting company and may take advantage of certain scaled disclosures available to smaller reporting companies for so long as its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of its second fiscal quarter or its annual revenue is less than $100.0 million during the most recently completed fiscal year and its equity securities held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.
 
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Risk Factors
Unless the context otherwise requires, all references in this subsection to “we”, “us” or “our” refer to the business of Markforged.
In evaluating the proposals to be presented at the AONE extraordinary general meeting, shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”. In particular, such risks include, but are not limited to, the following:

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 has caused 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.

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.
 
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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.

If we fail to establish and maintain proper and effective internal control over financial reporting as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.

Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, expenses and profitability may differ materially from our expectations.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF AONE
The selected historical statements of operations data of AONE for the period from June 24, 2020 (date of inception) to December 31, 2020 and the condensed balance sheet data as of December 31, 2020 are derived from AONE’s audited financial statements included elsewhere in this proxy statement/prospectus. In AONE’s management’s opinion, the audited financial statements include all adjustments necessary to state fairly AONE’s financial position as of December 31, 2020 and the results of operations for the period from June 24, 2020 (date of inception) to December 31, 2020.
AONE’s historical results are not necessarily indicative of the results that may be expected in the future and AONE’s results for the period from June 24, 2020 (date of inception) to December 31, 2020 are not necessarily indicative of the results that may be expected for any other period. The information below is only a summary and should be read in conjunction with the sections entitled “AONE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About AONE” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.
AONE is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
BALANCE SHEET
December 31, 2020
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
Total liabilities
7,665,207
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 20,364,519 shares subject to possible redemption at $10.00 per share
203,645,190
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; 1,135,481 shares issued and outstanding (excluding 20,364,519 shares subject to possible redemption)
114
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
5,303,949
Accumulated deficit
(304,599)
Total shareholders’ equity
5,000,002
Total Liabilities and Shareholders’ Equity
$ 216,310,399
 
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STATEMENT OF OPERATIONS
For the Period from June 24, 2020 (inception) through December 31, 2020
General and administrative expenses
$ 340,824
Administrative expenses – related party
40,000
Loss from operations
(380,824)
Net gain from investments held in Trust Account
76,225
Net loss
$ (304,599)
Basic and diluted weighted average shares outstanding of Class A redeemable 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 non-redeemable ordinary shares
5,265,873
Basic and diluted net loss per share, Class B ordinary shares
$ (0.07)
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF MARKFORGED
The selected historical consolidated statements of operations data of Markforged for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Markforged’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.
Markforged’s historical results are not necessarily indicative of the results that may be expected in the future and Markforged’s results for the year ended December 31, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021 or any other period. The information below is only a summary and should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Markforged” and “Information about Markforged” and the consolidated financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.
Selected Financial Information
Year Ended December 31,
2020
2019
(in thousands, except share and per share data)
Revenue
$ 71,851 $ 72,549
Cost of revenue
29,921 36,321
Gross profit
41,930 36,228
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)
Net loss per share attributable to common stockholders, basic and diluted
$ (0.47) $ (0.81)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted
40,258,968 38,673,218
December 31,
2020
2019
(in thousands)
Balance Sheet Data
Total assets
$ 89,603 $ 93,272
Total liabilities
$ 27,578 $ 16,836
Total convertible preferred stock
$ 137,497 $ 136,797
Total stockholder's deficit
$ (75,472) $ (60,361)
 
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Year Ended December 31,
2020
2019
(in thousands)
Statements of Cash Flows Data
Net cash used in operating activities
$ (6,459) $ (30,667)
Net cash used in investing activities
$ (522) $ (4,632)
Net cash provided by financing activities
$ 5,928 $ 81,185
Selected Non-GAAP Financial Information
Years Ended December 31,
2020
2019
(in thousands)
Adjusted EBITDA Data(1)
Net loss
$ (17,985) $ (29,875)
Interest income
(147) (1,053)
Interest expense
98 49
Income tax expense
111 15
Depreciation
1,795 1,359
EBITDA
$ (16,128) $ (29,505)
Stock compensation expense
2,569 858
Adjusted EBITDA
$ (13,559) $ (28,647)
(1)
Management monitors Adjusted EBITDA as a measure of overall business performance. It enables Management to analyze past and future performance without the effects of non-cash items and one-time charges. Adjusted EBITDA can be useful in evaluating our performance by eliminating the effect of financing, capital expenditures, and non-cash expenses such as stock-based compensation, however, the Company may incur such expenses in the future which could impact future results.
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In Thousands, Except Share and Per Share Amounts)
The following selected unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020, included in “Unaudited Pro Forma Condensed Combined Financial Information”. The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AONE is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Markforged Holding Corporation will represent a continuation of the financial statements of Markforged with the Business Combination treated as the equivalent of Markforged issuing stock for the net assets of AONE, accompanied by a recapitalization. The net assets of AONE will be stated at historical cost, with no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Markforged in future reports of Markforged Holding Corporation.
The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2020 give pro forma effect to the Business Combination as if it had occurred on December 31, 2020. The selected unaudited pro forma condensed combined statement of operations data for the twelve months ended December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2020.
The selected pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of Markforged Holding Corporation appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”. The unaudited pro forma condensed combined information is derived from, and should be read in conjunction with, the historical financial statements of AONE and Markforged and related notes included elsewhere in this proxy statement/prospectus. The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what Markforged Holding Corporation’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Merger Agreement been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined information does not purport to project the future financial position or operating results of Markforged Holding Corporation.
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of AONE Class A ordinary shares:

Assuming No Redemptions:   This presentation assumes that no AONE shareholders exercise redemption rights with respect to their public shares.

Assuming Maximum Redemptions:   This presentation assumes that AONE’s public shareholders exercise redemption rights with respect to 18,507,622 of their public shares. The maximum redemption scenario is based on the Minimum Cash Condition of $200.0 million to be contributed at Closing of the Business Combination, consisting of Trust Account funds of $215.1 million and PIPE Investment proceeds of $210.0 million, after giving effect to unpaid transaction expenses. This scenario assumes that the full amount of the PIPE Investment is received by the Company, that unpaid transaction expenses do not exceed $40.0 million, and that 18,507,622 public shares are redeemed for an aggregate redemption payment of approximately $185.1 million.
 
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The following table summarizes the pro forma shares of Markforged Holding Common Stock outstanding under each redemption scenario as it relates to the pro forma balance sheet, excluding the potential dilutive effect of Markforged Earnout Shares, AONE warrants, and outstanding awards:
Assuming No Redemptions
Assuming Maximum Redemptions
Shares
%
Shares
%
AONE Class A shareholders
21,500,000 11.2% 2,992,378 1.7%
Markforged existing shareholders(1) (2)
143,333,022 75.0% 143,333,022 83.0%
PIPE investors
21,000,000 11.0% 21,000,000 12.2%
AONE Class B shareholders(3)
5,375,000 2.8% 5,375,000 3.1%
Closing shares
191,208,022 100.0% 172,700,400 100.0%
(1)
Amount excludes 17,723,227 shares that may be issued upon the exercise of outstanding options or RSUs
(2)
Amount excludes 14,666,667 Markforged Earnout shares contingently issuable based upon achieving certain share price thresholds that have not yet been achieved
(3)
Amount includes 2,610,000 Sponsor Earnout shares subject to forfeiture
The two redemption scenarios assumed in the unaudited pro forma condensed combined balance sheet and statement of operations are based on the assumption that there are no adjustments for 8,525,000 outstanding AONE warrants issued in connection with its IPO as such securities are not exercisable until 30 days after the Closing. There are also no adjustments for the estimated shares reserved for the potential future issuance of Markforged Holding Corporation common stock upon the exercise of the Markforged Holding Corporation Options or settlement of Markforged Holding Corporation RSUs to be issued to holders of Markforged Options and Markforged RSUs upon the consummation of the Business Combination, as such events have not yet occurred.
If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.
(in thousands, except share and per share data)
Pro Forma Condensed
Combined (Assuming
No Redemptions
Scenario)
Pro Forma Condensed
Combined (Assuming
Max Redemption
Scenario)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations
Twelve Months Ended December 31, 2020
Revenue
$ 71,851 $ 71,851
Net loss and comprehensive loss attributable to common shareholders
$ (23,663) $ (23,663)
Pro forma net loss per share – basic and diluted
$ (0.13) $ (0.14)
Pro forma weighted average shares outstanding – basic and diluted
188,598,022 170,090,400
Selected Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2020
Total assets
$ 430,913 $ 250,464
Total liabilities
$ 180,354 $ 180,354
Total stockholder’s deficit
$ 250,559 $ 70,110
 
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COMPARATIVE PER SHARE DATA
(In Thousands, Except for Share and Per Share Amounts)
The pro forma earnings information for the year ended December 31, 2020 were computed as if the Business Combination and the PIPE Investment had been completed on January 1, 2020.
The information in the following table should be read in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of AONE and Markforged and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma condensed combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or reporting period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of AONE and Markforged would have been had the companies been combined during the periods presented.
The following table sets forth:

Historical per share information of AONE for the fiscal year ended December 31, 2020, and

Unaudited pro forma per share information of the combined company for the fiscal year ended December 31, 2020 after giving effect to the Business Combination, assuming two redemption scenarios as follows:

The no redemptions scenario assumes that no AONE shareholders elect to redeem their Class A ordinary shares for a pro rata portion of cash in the Trust Account in connection with the Business Combination, and thus the full amount held in the Trust Account as of the Closing is available for the Business Combination.

The Maximum Redemptions scenario assumes that AONE’s public shareholders exercise redemption rights with respect to 18,507,622 of their public shares. The maximum redemption scenario is based on the Minimum Cash Condition of $200.0 million to be contributed at Closing of the Business Combination, consisting of Trust Account funds of $215.1 million and PIPE proceeds of $210.0 million, after giving effect to unpaid transaction expenses. This scenario assumes that the full amount of the PIPE Investment is received by the Company, that unpaid transaction expenses do not exceed $40.0 million, and that 18,507,622 public shares are redeemed for an aggregate redemption payment of approximately $185.1 million.
Year Ended December 31, 2020
Pro Forma
Markforged equivalent pro forma per share data
AONE
(Historical)
Markforged
(Historical)
Scenario 1
(Assuming
No
Redemptions)
Scenario 2
(Assuming
Maximum
Redemptions)
Scenario 1
(Assuming
No
Redemptions)
Scenario 2
(Assuming
Maximum
Redemptions)
Book Value per share
$ 0.77 $ 0.40 $ 1.31 $ 0.41 $ 1.28 $ 1.41
Net income (loss) per class A ordinary share – basic and diluted
$ $ (0.13) $ (0.14) $ (0.12) $ (0.13)
Weighted average class A
ordinary shares outstanding –
basic and diluted
21,500,000 188,598,022 170,090,400 195,786,349 177,278,728
Net loss per class B ordinary share – basic and diluted
$ (0.07)
 
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Year Ended December 31, 2020
Pro Forma
Markforged equivalent pro forma per share
data
AONE
(Historical)
Markforged
(Historical)
Scenario 1
(Assuming
No
Redemptions)
Scenario 2
(Assuming
Maximum
Redemptions)
Scenario 1
(Assuming
No
Redemptions)
Scenario 2
(Assuming
Maximum
Redemptions)
Weighted average class B ordinary shares outstanding – basic and diluted
5,265,873
Net loss per Markforged common stock – basic and diluted
$ (0.47)
Weighted average shares outstanding of Markforged common stock – basic and diluted
40,258,968
 
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MARKET PRICE AND DIVIDEND INFORMATION
AONE units, Class A ordinary shares and public warrants are currently listed on the New York Stock Exchange under the symbols “AONE.U” and “AONE” and “AONE.WS”, respectively.
The most recent closing prices of the units, common stock and redeemable warrants as of February 23, 2021, the last trading day before announcement of the execution of the Merger Agreement, were $12.36, $11.30 and $3.39, respectively. As of [•], the record date for the extraordinary general meeting, the most recent closing price for each unit, common stock and redeemable warrant was $[•], $[•] and $[•], respectively.
Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of AONE’s securities could vary at any time before the Business Combination.
Holders
As of the date of this proxy statement/prospectus there was one holder of record of AONE Class A ordinary shares, seven holders of record of AONE Class B ordinary shares, one holder of record of AONE units and two holders of record of AONE warrants. See “Beneficial Ownership of Securities.”
Dividend Policy
AONE has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Markforged Holding Corporation subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of Markforged Holding Corporation’s board of directors. AONE’s board of directors is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that the board of directors of Markforged Holding Corporation will declare any dividends in the foreseeable future. Further, the ability of Markforged Holding Corporation to declare dividends may be limited by the terms of financing or other agreements entered into by Markforged Holding Corporation or its subsidiaries from time to time.
Price Range of Markforged’s Securities
Historical market price information regarding Markforged is not provided because there is no public market for Markforged’s securities. For information regarding Markforged’s liquidity and capital resources, see “Markforged’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
 
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RISK FACTORS
In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements”, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.
Unless the context otherwise requires, all references in this subsection to “we”, “us” or “our” refer to the business of MarkForged, Inc. (“Markforged”) prior to Closing, which will be the business of Markforged Holding Corporation and its subsidiaries following Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of Markforged Holding Corporation, in which event the market price of Markforged Holding Common Stock could decline, and you could lose part or all of your investment.
Risks Related to Markforged’s Business and Industry
Risks Related to Our Operating History
We have a 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 history of losses since our inception in 2013 and have funded our cash flow deficits primarily through the issuance of capital stock. As of December 31, 2020, we had an accumulated deficit of $79.6 million, including net losses of $18.0 million for 2020 and $29.9 million for 2019. We expect to continue to incur operating losses and negative cash flow as we continue to invest significantly in research and development efforts, sales and marketing and other aspects of our business.
We cannot make any assurances that these investments will result in increased revenue or growth in our business. Additionally, as a public company, we expect our legal, accounting and other expenses to be substantially higher than the expenses we incurred as a private company. Furthermore, we may encounter unforeseen issues that require us to incur additional costs. Any such increased expenditures make it harder for us to achieve and maintain future profitability. Revenue growth and growth in our customer base may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. While we have a revenue history, we expect to bring new additive manufacturing products to market that we anticipate will generate a substantial portion of our future revenue, and it is difficult for us to predict our future operating results. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this proxy statement/prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may exceed forecasts, we may incur significant losses for the foreseeable future, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Accordingly, if we are not able to achieve or maintain profitability and we incur significant losses in the future, the market price of our common stock may decline, and you could lose part or all of your investment.
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 ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, as we continue to grow our business. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our business could suffer and the trading price of our stock may decline. We intend to derive a substantial portion of our revenues from sales of new and existing hardware products, which sales are non-recurring and subject to significant risk and fluctuation.
 
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It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, political and other changes.
Our operating results may fluctuate significantly from period-to-period and may fall below expectations in any particular period, which could adversely affect the market price of our common stock.
Our quarterly results of operations may fluctuate significantly from period-to-period. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. If our revenue or operating results fall below the expectations of investors or any securities analysts that follow our company in any period, the price of our common stock would likely decline. Each of the risks described in this section, as well as other factors, may affect our operating results. For example, factors that may cause our operating results to fluctuate include:

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.
In addition, sales of our products are subject to the adoption and capital expenditure cycles of our customers sales cycle, and seasonality among our customers may cause our revenues and operating results to fluctuate from period to period. Accordingly, we typically experience increased sales during the fourth
 
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quarter and, to a lesser extent, the third quarter of our fiscal year relative to the first and second quarters. Additionally, for our more complex solutions, which may require additional facilities investment and installation support, potential customers may spend a substantial amount of time performing internal assessments prior to making a purchase decision. This may cause us to devote significant effort in advance of a potential sale without any guarantee of receiving any related revenues. As a result, revenues and operating results for future periods are difficult to predict with any significant degree of certainty, which could lead to adverse effects on our inventory levels and overall financial condition. Accordingly, you should not rely on quarter-over-quarter and year-over-year comparisons of our results as an indicator of our future performance.
The global COVID-19 pandemic has significantly affected our business and operations.
The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide. In light of the uncertain situation relating to the spread of COVID-19, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers and the communities in which we operate. These measures include temporarily closing our offices to visitors and limiting the number of employees in our offices to those that are deemed essential for manufacturing and research purposes, as well as virtualizing, postponing or canceling customer, employee and industry events.