QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address Of Principal Executive Offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Common Stock, $0.0001 par value per share |
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Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, $0.0001 par value |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
55 |
• | 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. |
• | 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. |
• | the benefits of the Business Combination; |
• | our financial performance; |
• | the effect of uncertainties related to the COVID-19 pandemic; |
• | the expected growth of the additive manufacturing industry; |
• | our anticipated growth and our ability to achieve and maintain profitability in the future; |
• | the impact of the regulatory environment and complexities with compliance related to such environment on us; |
• | our ability to respond to general economic, political and business conditions; |
• | our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth; |
• | the success of our marketing efforts and our ability to expand our customer base; |
• | our ability to develop new products, features and functionality that are competitive and meet market needs; |
• | our ability to maintain an effective system of internal controls over financial reporting; and its ability to grow and manage growth profitably and retain key employees; |
• | our inability to realize the anticipated benefits of the Business Combination; |
• | the outcome of legal or governmental proceedings that may be instituted against us; and |
• | other factors detailed under the section titled “ Risk Factors |
Item 1. |
Financial Statements |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Total current liabilities |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares, $ |
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Shareholders’ Equity |
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Preference shares, $ |
— | |||||||
Class A ordinary shares, $ |
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possible redemption) at June 30, 2021 and December 31, 2020, respectively |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders’ equity |
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Total Liabilities and Shareholders’ Equity |
$ |
$ |
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For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
For the period from June 24, 2020 (inception) through June 30, 2020 |
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General and administrative expenses |
$ | $ | $ | |||||||||
Administrative expenses - related party |
— | |||||||||||
Loss from operations |
( |
) | ( |
) | ( |
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Other income (expenses) |
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Change in fair value of derivative warrant liabilities |
( |
) | — | |||||||||
Net gain from investments held in Trust Account |
— | |||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | |||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares |
— | |||||||||||
Basic and diluted net income per share, Class A ordinary shares |
$ | $ | $ | — | ||||||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares |
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Basic and diluted net loss per share, Class B ordinary shares |
$ | $ | ( |
) | $ | ( |
) | |||||
Ordinary Shares |
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Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
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Shares |
Amount |
Shares |
Amount |
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Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Shares subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Net loss |
— |
— | — | — | — | ( |
) | ( |
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Balance - March 31, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance - June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Ordinary Shares |
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Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
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Shares |
Amount |
Shares |
Amount |
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Balance - June 24, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
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Balance - June 30, 2020 ( u naudited) |
$ |
$ |
$ |
$ |
( |
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$ |
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For the Six Months Ended June 30, 2021 |
For the period from June 24, 2020 (inception) through June 30, 202 0 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of derivative warrant liabilities |
— | |||||||
Net gain from investments held in Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
— | |||||||
Accounts payable |
( |
) | — | |||||
Accrued expenses |
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Net cash used in operating activities |
( |
) | — | |||||
Net change in cash |
( |
) | — | |||||
Cash - beginning of the period |
— | |||||||
Cash - end of the period |
$ |
$ |
— |
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Supplemental disclosure of non-cash investing and financing activities: |
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Deferred offering costs included in accrued expenses |
$ | — | $ | |
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Deferred offering costs included in accounts payable |
$ | — | $ | |||||
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor |
$ | — | $ | |||||
Change in value of Class A ordinary shares subject to possible redemption |
$ | ( |
) | $ | — |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months |
For the Six Months |
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Ended June 30, 2021 |
Ended June 30, 2021 |
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Class A ordinary share |
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Numerator: Income allocable to Class A ordinary share |
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Income from investments held in Trust Account |
$ |
$ |
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Less: Company’s portion available to be withdrawn to pay taxes |
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Net income attributable to Class A ordinary share |
$ |
$ |
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Denominator: Weighted average Class A ordinary share |
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Basic and diluted weighted average shares outstanding, Class A ordinary share |
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Basic and diluted net income per share, Class A ordinary share |
$ |
$ |
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Class B ordinary share |
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Numerator: Net income (loss) minus net income allocable to Class A ordinary share |
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Net income (loss) |
$ |
$ |
( |
) | ||||
Net income allocable to Class A ordinary share |
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Net income (loss) attributable to Class B ordinary share |
$ |
$ |
( |
) | ||||
Denominator: Weighted average Class B ordinary share |
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Basic and diluted weighted average shares outstanding, Class B ordinary share |
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Basic and diluted net income (loss) per share, Class B ordinary share |
$ |
$ |
( |
) | ||||
• | in whole and not in part; |
• | at a price of $ 0.01 per warrant; |
• | upon a minimum of 30 days ’ prior written notice of redemption; and |
• | if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; |
• | if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and |
• | if, and only if, there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Money market fund |
$ |
$ |
— |
$ |
— |
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Liabilities: |
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Derivative warrant liabilities - Public |
$ |
$ |
— |
$ |
— |
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Derivative warrant liabilities - Private |
$ |
— |
$ |
— |
$ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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U.S Treasury bills maturing on February 18, 2021 |
$ |
$ |
— |
$ |
— |
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Liabilities: |
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Derivative warrant liabilities - Public |
$ |
$ |
— |
$ |
— |
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Derivative warrant liabilities - Private |
$ |
— |
$ |
— |
$ |
As of December 31, 2020 |
As of June 30, 2021 |
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Volatility |
% |
% | ||||||
Stock price |
$ |
$ |
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Risk-free rate |
% |
% | ||||||
Dividend yield |
% |
% |
Level 3 - Derivative warrant liabilities at December 31, 2020 |
$ |
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Change in fair value of derivative warrant liabilities |
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Level 3 - Derivative warrant liabilities at March 31, 2021 |
$ |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Level 3 - Derivative warrant liabilities at June 30, 2021 |
$ |
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Shares of New Common Stock outstanding | ||||
Shares of New Common Stock subject to outstanding New Warrants (of which | ||||
Shares of New Common Stock subject to outstanding options and RSUs under the Markforged Holding Corporation 2021 Stock Option and Incentive Plan (the “2021 Plan”) | ||||
Total outstanding equity at closing, including vested and unvested options and RSUs | ||||
Shares of New Common Stock reserved for issuance under the 2021 Plan | ||||
Shares of New Common Stock reserved for future issuance under the Markforged Holding Corporation 2021 Employee Stock Purchase Plan | ||||
Shares of New Common Stock reserved for future issuance as Markforged Earnout Shares and/or Earnout RSUs |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
• | the degree of market acceptance of our products; |
• | our ability to compete with competitors and new entrants into our markets; |
• | changes in our pricing policies or those of our competitors, including our response to price competition; |
• | the effectiveness of our securing new orders and fulfilling existing orders; |
• | the impact of the COVID-19 pandemic on our customers, suppliers, manufacturers and operations; |
• | the mix of products that we sell during any period; |
• | the timing of our sales and deliveries of our products to customers; |
• | changes in the amount that we spend to develop and manufacture new products or technologies; |
• | timing of expenditures to develop and bring to market new or enhanced products and the generation of revenue from those products; |
• | changes in the amounts that we and our value added resellers (“VARs”) spend to promote our products; |
• | changes in the cost of satisfying our warranty obligations and servicing our products, including with respect to our obligations related to our “success plan” offerings; |
• | litigation-related expenses and/or liabilities; |
• | unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses; |
• | disruptions to our internal and third-party manufacturing facilities and processes; |
• | disruptions to our information technology systems or our third-party contract manufacturers; |
• | disruptions to our global supply chain; |
• | the geographic distribution of our sales; |
• | general economic and industry conditions that affect customer demand; and |
• | changes in accounting rules and tax laws. |
• | predict future customer demand; |
• | develop cost effective new products and technologies that address the increasingly complex needs of prospective customers; |
• | enhance our existing products and technologies; |
• | respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis; |
• | adequately protect our intellectual property as we develop new products and technologies; |
• | identify the appropriate technology or product to which to devote our resources; or |
• | ensure the availability of cash resources to fund research and development. |
• | misalignment between the products and customer needs; |
• | length of sales cycles; |
• | insufficient product innovation; |
• | product quality and performance issues; |
• | insufficient resources or qualified personnel to develop the product; |
• | failure of the product to perform in accordance with the customer’s expectations and industry standards; |
• | inability to procure parts of adequate quality needed to build the product on commercially acceptable terms, or at all; |
• | insufficient labor or process stability to build the product to required specifications; |
• | ineffective distribution, sales and marketing; |
• | delay in obtaining any required regulatory approvals; |
• | the impact of the COVID-19 pandemic on production and demand for our products; |
• | unexpected production costs and delays; or |
• | release of competitive products. |
• | potential shortages of some key components; |
• | product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; |
• | discontinuation of a product or certain materials on which we rely; |
• | potential insolvency of these vendors; and |
• | reduced control over delivery schedules, manufacturing capabilities, quality and costs. |
• | If we fail to supply products in accordance with contractual terms, including terms related to time of delivery and performance specifications, we may be required to repair or replace defective products and may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced; |
• | Raw materials used in the manufacturing process, labor and other key inputs may become scarce, obsolete and expensive, causing our costs to exceed cost projections and associated revenues; |
• | Manufacturing processes typically involve large machinery, fuels and chemicals, any or all of which may lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities; |
• | As our manufacturing operations expand, we expect that a significant portion of our manufacturing will be done in regions outside the United States, either by third-party contractors or in a plant owned by the Company. Any manufacturing done in such locations presents risks associated with quality control, currency exchange rates, foreign laws and customs, timing and loss risks associated with international transportation and potential adverse changes in the political, legal and social environment in the host county; |
• | We have made, and may be required to make, representations as to our right to supply and/or license intellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations; |
• | As our manufacturing operations scale, so will our dependence on skilled labor at both in-house and third-party manufacturing facilities. If we are unable to obtain and maintain skilled labor resources, we may unable to meet customer production demands; and |
• | With scaling production volume, demand for our products may make up a significant percentage of global volume in select categories or commodities. Such commodities could be subject to large pricing swings due to the global political, legal and social environment and could cause our costs to exceed productions and associated revenues. |
• | diversion of management’s attention from existing operations; |
• | unanticipated costs or liabilities associated with the acquisition, including risks associated with acquired intellectual property and/or technologies; |
• | incurrence of acquisition-related costs, which would be recognized as a current period expense; |
• | difficulties in, and the cost of, integrating personnel and cultures, operations, technologies, products and services which may lead to failure to achieve the expected benefits on a timely basis or at all; |
• | challenges in achieving strategic objectives, cost savings and other anticipated benefits; |
• | inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies; |
• | the difficulty of incorporating acquired technology and rights into our products and product portfolio and of maintaining quality and security standards consistent with our brand; |
• | ineffective controls, procedures and policies inherited from the acquired company or during the transition and integration; |
• | inability to generate sufficient revenue to offset acquisition and/or investment costs; |
• | negative impact to our results of operations because of the depreciation of amounts related to acquired intangible assets, fixed assets, and deferred compensation; |
• | requirements to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated; |
• | the loss of acquired unearned revenue and unbilled unearned revenue; |
• | recording goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period; |
• | use of substantial portions of our available cash, issuance of dilutive equity or the incurrence of debt to consummate the acquisition; |
• | potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers; |
• | tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities; |
• | the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions; and |
• | currency and regulatory risks associated with conducting operations in foreign countries. |
• | unexpected increases in manufacturing and repair costs; |
• | inability to control the quality and reliability of products; |
• | inability to control delivery schedules; |
• | potential liability for expenses incurred by third-party contract manufacturers in reliance on our forecasts that later prove to be inaccurate; |
• | potential lack of adequate capacity to manufacture all or a part of the products we require; |
• | potential labor unrest affecting the ability of the third-party manufacturers to produce our products; and |
• | unexpected component or process obsolescence making key components unavailable. |
• | difficulties in staffing and managing foreign operations; |
• | limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties; |
• | potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable; |
• | costs and difficulties of customizing products for foreign countries; |
• | challenges in providing solutions across a significant distance, in different languages and among different cultures; |
• | laws and business practices favoring local competition; |
• | being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations, including local labor laws; |
• | strict laws and regulations governing privacy and data security, including the European Union’s General Data Protection Regulation; |
• | uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union; |
• | compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act; |
• | tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; |
• | operating in countries with a higher incidence of corruption and fraudulent business practices; |
• | changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; |
• | failure by our VARs or other distribution partners to comply with local laws or regulations, export controls, tariffs and embargoes or other trade restrictions; |
• | potential adverse tax consequences arising from global operations; |
• | seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally; |
• | rapid changes in government, economic and political policies and conditions; and |
• | political or civil unrest or instability, terrorism or epidemics and other similar outbreaks or events. |
• | changes in fiscal or contracting policies or decrease in available government funding; |
• | changes in government programs or applicable requirements; |
• | changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; |
• | appeals, disputes or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; |
• | the adoption of new laws or regulations or changes to existing laws or regulations; |
• | budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by lapses in appropriations for the federal government or certain of its departments and agencies; |
• | influence by, or competition from, third parties with respect to pending, new or existing contracts with government customers; |
• | potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the COVID-19 pandemic; and |
• | increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our partners and subcontractors. |
• | require that we obtain and maintain material governmental authorizations and approvals to conduct our business as it is currently conducted; |
• | require certification and disclosure of cost and pricing data in connection with certain contract negotiations; |
• | impose rules that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts; |
• | restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data; and |
• | impose requirements relating to ethics and business practices, which carry penalties for noncompliance ranging from monetary fines and damages to loss of the ability to do business with the U.S. government as a prime contractor or subcontractor. |
• | obtain detailed cost or pricing information; |
• | receive “most favored customer” pricing; |
• | require us to prioritize orders from our government customers above our other customers’ existing orders, which we may fail to do and, even if we do prioritize such orders, may impact our relationships with our other customers; |
• | perform routine audits; |
• | impose equal employment and hiring standards; |
• | require products to be manufactured in specified countries; |
• | restrict non-U.S. ownership or investment in our company; and/or |
• | pursue administrative, civil or criminal remedies for contractual violations. |
• | our operations are disrupted or shut down; |
• | our confidential, proprietary information is stolen or disclosed; |
• | we incur costs or are required to pay fines in connection with stolen customer, employee or other confidential information; or |
• | we must dedicate significant resources to system repairs or increase cyber security protection. |
• | be expensive and time consuming to defend; |
• | cause us to cease making, licensing or using our platform or products that incorporate the challenged intellectual property; |
• | require us to modify, redesign, reengineer or rebrand our platform or products, if feasible; |
• | divert management’s attention and resources; or |
• | require us to enter into royalty or licensing agreements to obtain the right to use a third-party’s intellectual property. |
• | We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses: |
• | We did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures. Additionally, we did not design and maintain controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties. |
• | We did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP of such transactions. Specifically, we did not design and maintain controls to timely identify and account for share repurchase transactions and warrant instruments. |
• | We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain (i) program change management controls for financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored, privileges are appropriately granted, and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in any misstatements to the financial statements, however, the deficiencies, when aggregated, could impact our ability to maintain effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness. |
• | Hiring additional accounting and IT personnel, including a new chief financial officer, to bolster our reporting, technical accounting and IT capabilities. |
• | Engaging a third party to assist in designing and implementing controls related to period-end financial reporting, segregation of duties, and IT general controls. |
• | Designing and implementing controls to formalize roles and review responsibilities to align with the our team’s skills and experience and designing and implementing controls over segregation of duties. |
• | Designing and implementing controls to timely identify and account for non-routine, unusual or complex transactions and other technical accounting and financial reporting matters, including controls over the preparation and review of accounting memoranda addressing these matters. |
• | Designing and implementing formal accounting policies, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries. |
• | Designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing. |
• | changes in the industries in which we and our customers operate; |
• | developments involving our competitors; |
• | changes in laws and regulations affecting its business; |
• | variations in its operating performance and the performance of its competitors in general; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or its industry; |
• | the public’s reaction to our press releases, its other public announcements and its filings with the SEC; |
• | actions by stockholders, including the sale by the PIPE Investors of any of their shares of our common stock; |
• | additions and departures of key personnel; |
• | commencement of, or involvement in, litigation involving the combined company; |
• | changes in its capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our Common Stock available for public sale; and |
• | general economic and political conditions, such as the effects of the COVID-19 pandemic, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
• | the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the board of directors are classified into three classes, with only one class being elected each year to serve three-year terms. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual stockholders meetings; |
• | the certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | the limitation of the liability of, and the indemnification of, our directors and officers; |
• | the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
• | the degree of market acceptance of our products; |
• | our ability to compete with competitors and new entrants into our markets; |
• | changes in our pricing policies or those of our competitors, including our response to price competition; |
• | the effectiveness of our securing new orders and fulfilling existing orders; |
• | the impact of the COVID-19 pandemic on our customers, suppliers, manufacturers and operations; |
• | the mix of products that we sell during any period; |
• | the timing of our sales and deliveries of our products to customers; |
• | changes in the amount that we spend to develop and manufacture new products or technologies; |
• | timing of expenditures to develop and bring to market new or enhanced products and the generation of revenue from those products; |
• | changes in the amounts that we and our value added resellers (“VARs”) spend to promote our products; |
• | changes in the cost of satisfying our warranty obligations and servicing our products, including with respect to our obligations related to our “success plan” offerings; |
• | litigation-related expenses and/or liabilities; |
• | unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses; |
• | disruptions to our internal and third-party manufacturing facilities and processes; |
• | disruptions to our information technology systems or our third-party contract manufacturers; |
• | disruptions to our global supply chain; |
• | the geographic distribution of our sales; |
• | general economic and industry conditions that affect customer demand; and |
• | changes in accounting rules and tax laws. |
• | predict future customer demand; |
• | develop cost effective new products and technologies that address the increasingly complex needs of prospective customers; |
• | enhance our existing products and technologies; |
• | respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis; |
• | adequately protect our intellectual property as we develop new products and technologies; |
• | identify the appropriate technology or product to which to devote our resources; or |
• | ensure the availability of cash resources to fund research and development. |
• | misalignment between the products and customer needs; |
• | length of sales cycles; |
• | insufficient product innovation; |
• | product quality and performance issues; |
• | insufficient resources or qualified personnel to develop the product; |
• | failure of the product to perform in accordance with the customer’s expectations and industry standards; |
• | inability to procure parts of adequate quality needed to build the product on commercially acceptable terms, or at all; |
• | insufficient labor or process stability to build the product to required specifications; |
• | ineffective distribution, sales and marketing; |
• | delay in obtaining any required regulatory approvals; |
• | the impact of the COVID-19 pandemic on production and demand for our products; |
• | unexpected production costs and delays; or |
• | release of competitive products. |
• | potential shortages of some key components; |
• | product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; |
• | discontinuation of a product or certain materials on which we rely; |
• | potential insolvency of these vendors; and |
• | reduced control over delivery schedules, manufacturing capabilities, quality and costs. |
• | If we fail to supply products in accordance with contractual terms, including terms related to time of delivery and performance specifications, we may be required to repair or replace defective products and may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced; |
• | Raw materials used in the manufacturing process, labor and other key inputs may become scarce, obsolete and expensive, causing our costs to exceed cost projections and associated revenues; |
• | Manufacturing processes typically involve large machinery, fuels and chemicals, any or all of which may lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities; |
• | As our manufacturing operations expand, we expect that a significant portion of our manufacturing will be done in regions outside the United States, either by third-party contractors or in a plant owned by the Company. Any manufacturing done in such locations presents risks associated with quality control, currency exchange rates, foreign laws and customs, timing and loss risks associated with international transportation and potential adverse changes in the political, legal and social environment in the host county; |
• | We have made, and may be required to make, representations as to our right to supply and/or license intellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations; |
• | As our manufacturing operations scale, so will our dependence on skilled labor at both in-house and third-party manufacturing facilities. If we are unable to obtain and maintain skilled labor resources, we may unable to meet customer production demands; and |
• | With scaling production volume, demand for our products may make up a significant percentage of global volume in select categories or commodities. Such commodities could be subject to large pricing swings due to the global political, legal and social environment and could cause our costs to exceed productions and associated revenues. |
• | diversion of management’s attention from existing operations; |
• | unanticipated costs or liabilities associated with the acquisition, including risks associated with acquired intellectual property and/or technologies; |
• | incurrence of acquisition-related costs, which would be recognized as a current period expense; |
• | difficulties in, and the cost of, integrating personnel and cultures, operations, technologies, products and services which may lead to failure to achieve the expected benefits on a timely basis or at all; |
• | challenges in achieving strategic objectives, cost savings and other anticipated benefits; |
• | inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies; |
• | the difficulty of incorporating acquired technology and rights into our products and product portfolio and of maintaining quality and security standards consistent with our brand; |
• | ineffective controls, procedures and policies inherited from the acquired company or during the transition and integration; |
• | inability to generate sufficient revenue to offset acquisition and/or investment costs; |
• | negative impact to our results of operations because of the depreciation of amounts related to acquired intangible assets, fixed assets, and deferred compensation; |
• | requirements to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated; |
• | the loss of acquired unearned revenue and unbilled unearned revenue; |
• | recording goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period; |
• | use of substantial portions of our available cash, issuance of dilutive equity or the incurrence of debt to consummate the acquisition; |
• | potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers; |
• | tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities; |
• | the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions; and |
• | currency and regulatory risks associated with conducting operations in foreign countries. |
• | unexpected increases in manufacturing and repair costs; |
• | inability to control the quality and reliability of products; |
• | inability to control delivery schedules; |
• | potential liability for expenses incurred by third-party contract manufacturers in reliance on our forecasts that later prove to be inaccurate; |
• | potential lack of adequate capacity to manufacture all or a part of the products we require; |
• | potential labor unrest affecting the ability of the third-party manufacturers to produce our products; and |
• | unexpected component or process obsolescence making key components unavailable. |
• | difficulties in staffing and managing foreign operations; |
• | limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties; |
• | potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable; |
• | costs and difficulties of customizing products for foreign countries; |
• | challenges in providing solutions across a significant distance, in different languages and among different cultures; |
• | laws and business practices favoring local competition; |
• | being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations, including local labor laws; |
• | strict laws and regulations governing privacy and data security, including the European Union’s General Data Protection Regulation; |
• | uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union; |
• | compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act; |
• | tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; |
• | operating in countries with a higher incidence of corruption and fraudulent business practices; |
• | changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns; |
• | failure by our VARs or other distribution partners to comply with local laws or regulations, export controls, tariffs and embargoes or other trade restrictions; |
• | potential adverse tax consequences arising from global operations; |
• | seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally; |
• | rapid changes in government, economic and political policies and conditions; and |
• | political or civil unrest or instability, terrorism or epidemics and other similar outbreaks or events. |
• | changes in fiscal or contracting policies or decrease in available government funding; |
• | changes in government programs or applicable requirements; |
• | changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; |
• | appeals, disputes or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; |
• | the adoption of new laws or regulations or changes to existing laws or regulations; |
• | budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by lapses in appropriations for the federal government or certain of its departments and agencies; |
• | influence by, or competition from, third parties with respect to pending, new or existing contracts with government customers; |
• | potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the COVID-19 pandemic; and |
• | increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our partners and subcontractors. |
• | require that we obtain and maintain material governmental authorizations and approvals to conduct our business as it is currently conducted; |
• | require certification and disclosure of cost and pricing data in connection with certain contract negotiations; |
• | impose rules that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts; |
• | restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data; and |
• | impose requirements relating to ethics and business practices, which carry penalties for noncompliance ranging from monetary fines and damages to loss of the ability to do business with the U.S. government as a prime contractor or subcontractor. |
• | obtain detailed cost or pricing information; |
• | receive “most favored customer” pricing; |
• | require us to prioritize orders from our government customers above our other customers’ existing orders, which we may fail to do and, even if we do prioritize such orders, may impact our relationships with our other customers; |
• | perform routine audits; |
• | impose equal employment and hiring standards; |
• | require products to be manufactured in specified countries; |
• | restrict non-U.S. ownership or investment in our company; and/or |
• | pursue administrative, civil or criminal remedies for contractual violations. |
• | our operations are disrupted or shut down; |
• | our confidential, proprietary information is stolen or disclosed; |
• | we incur costs or are required to pay fines in connection with stolen customer, employee or other confidential information; or |
• | we must dedicate significant resources to system repairs or increase cyber security protection. |
• | be expensive and time consuming to defend; |
• | cause us to cease making, licensing or using our platform or products that incorporate the challenged intellectual property; |
• | require us to modify, redesign, reengineer or rebrand our platform or products, if feasible; |
• | divert management’s attention and resources; or |
• | require us to enter into royalty or licensing agreements to obtain the right to use a third-party’s intellectual property. |
• | We did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of its financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses: |
• | We did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures. Additionally, we did not design and maintain controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties. |
• | We did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP of such transactions. Specifically, we did not design and maintain controls to timely identify and account for share repurchase transactions and issuance of stock warrants. |
• | We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements. Specifically, we did not design and maintain (i) program change management controls for financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored, privileges are appropriately granted, and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in any misstatements to the financial statements, however, the deficiencies, when aggregated, could impact our ability to maintain effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness. |
• | Hiring additional accounting and IT personnel, including a new chief financial officer, to bolster its reporting, technical accounting and IT capabilities. |
• | Engaging a third party to assist in designing and implementing controls related to period-end financial reporting, segregation of duties, and IT general controls. |
• | Designing and implementing controls to formalize roles and review responsibilities to align with the our team’s skills and experience and designing and implementing controls over segregation of duties. |
• | Designing and implementing controls to timely identify and account for non-routine, unusual or complex transactions and other technical accounting and financial reporting matters, including controls over the preparation and review of accounting memoranda addressing these matters. |
• | Designing and implementing formal accounting policies, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries. |
• | Designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing. |
• | changes in the industries in which we and our customers operate; |
• | developments involving our competitors; |
• | changes in laws and regulations affecting its business; |
• | variations in its operating performance and the performance of its competitors in general; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or its industry; |
• | the public’s reaction to our press releases, its other public announcements and its filings with the SEC; |
• | actions by stockholders, including the sale by the PIPE Investors of any of their shares of our common stock; |
• | additions and departures of key personnel; |
• | commencement of, or involvement in, litigation involving the combined company; |
• | changes in its capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our Common Stock available for public sale; and |
• | general economic and political conditions, such as the effects of the COVID-19 pandemic, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
• | the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the board of directors are classified into three classes, with only one class being elected each year to serve three-year terms. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual stockholders meetings; |
• | the certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | the limitation of the liability of, and the indemnification of, our directors and officers; |
• | the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. |
Defaults upon Senior Securities |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Other Information. |
Item 6. |
Exhibits. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: August 12, 2021 | Markforged Holding Corporation | |||||
By: | /s/ Shai Terem | |||||
Name: | Shai Terem | |||||
Title: | President and Chief Executive Officer (Principal Executive Officer) | |||||
By: | /s/ Mark Schwartz | |||||
Name: | Mark Schwartz | |||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |