UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 13, 2021 

 Markforged Holding Corporation

(Exact name of registrant as specified in charter)

(415) 480-1752
(Registrant’s telephone number, including area code)

one 

16 Funston Avenue, Suite A
The Presidio of San Francisco

San Francisco, California
(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

As previously disclosed, on February 23, 2021, one, a Cayman Islands exempted company (“AONE”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caspian Merger Sub Inc., a wholly owned subsidiary of AONE (“Merger Sub”), and MarkForged, Inc. (“Markforged”), pursuant to which (i) AONE would deregister as a Cayman Islands company and domesticate as a corporation in the State of Delaware and would be renamed “Markforged Holding Corporation” (the “Domestication”) and (ii) Merger Sub would merge with and into Markforged, with Markforged surviving as a wholly owned subsidiary of Markforged Holding Corporation (the “Merger”). AONE's shareholders approved the transactions contemplated by the Merger Agreement on July 13, 2021, and the Domestication and the Merger were completed on July 14, 2021.

On July 13, 2021, at the Extraordinary General Meeting (the “Extraordinary General Meeting”) of AONE, holders of 18,809,805 of AONE’s ordinary shares, which represented 69.99% of the ordinary shares outstanding and entitled to vote as of the record date of May 28, 2021, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the AONE shareholders at the Extraordinary General Meeting are set forth below:

The voting results with respect to the BCA Proposal were as follows:

The voting results with respect to the Domestication Proposal were as follows:

The voting results with respect to Organizational Documents Proposal A were as follows:

The voting results with respect to Organizational Documents Proposal B were as follows:

The voting results with respect to Organizational Documents Proposal C were as follows:

The voting results with respect to Organizational Documents Proposal D were as follows:

The voting results with respect to the Director Proposal were as follows:

Only the holders of AONE's Class B ordinary shares were permitted to vote in the Director Proposal. 

The voting results with respect to the Stock Issuance Proposal were as follows:

The voting results with respect to the Incentive Plan Proposal were as follows:

The voting results with respect to the ESPP Proposal were as follows:

The voting results with respect to the Adjournment Proposal were as follows:

Item 7.01 Regulation FD Disclosure

On July 14, 2021, Markforged Holding Corporation issued a press release with respect to the consummation of the transactions contemplated by the Merger Agreement, a copy of which is attached as Exhibit 99.1 hereto, and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01, including Exhibit 99.1.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.