Note 1. Organization, Nature of the Business, and Risks and Uncertainties

Organization and Nature of Business

Unless otherwise indicated or the context otherwise requires, references to the “Company” and “Markforged” refer to the consolidated operations of Markforged Holding Corporation and its subsidiaries. References to “AONE” refer to the company prior to the consummation of the Merger and references to “Legacy Markforged” refer to MarkForged, Inc. and its consolidated subsidiaries prior to the consummation of the Merger.

Legacy Markforged was founded in 2013 to transform the manufacturing industry with high strength, cost effective parts using additive manufacturing. Markforged produces and sells 3D printers, materials, software, and other related services worldwide to customers who can build parts strong enough for the factory floor with significantly reduced lead time and cost. The printers print in plastic, nylon, metal, and the parts can be reinforced with carbon fiber for industry leading strength at an affordable price point.

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 Legacy 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 Legacy Markforged with Legacy 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 (the “Closing”).

Cash proceeds of the merger were funded through a combination of AONE’s $132.5 million of cash held in trust (after redemptions of $64.2 million) and an aggregate of $210.0 million in fully committed common stock transactions at $10.00 per share. Immediately prior to the Closing, Legacy Markforged repurchased shares of common stock from certain of its stockholders, for a total value of $45.0 million, referred to as the “Employee Transactions”. Total net proceeds upon Closing, net of the Employee Transactions and transaction costs paid at Closing of $27.1 million, were $288.8 million.

Reverse Stock Split

On September 19, 2024, the Company effected a 10-for-1 reverse stock split of the Company's Common Stock. All shares of Common Stock, stock-based instruments and per-share data included in these audited consolidated financial statements have been retroactively adjusted as though the stock split had been effected prior to all periods presented. As a result of the reverse stock split, the Company issued 160,658 additional shares of Common Stock to stockholders who would have otherwise received fractional shares of Common Stock post-reverse stock split.

Proposed Merger with Nano Dimension Ltd.

On September 25, 2024, the Company entered into an Agreement and Plan of Merger (the “Nano Merger Agreement”) with Nano Dimension Ltd., an Israeli company (“Nano”), and Nano US II, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Nano (“Nano Merger Sub”), pursuant to which Nano Merger Sub will merge with and into the Company (the “Nano Merger”), with the Company surviving the Nano Merger as an indirect wholly-owned subsidiary of Nano. Following the closing of the Nano Merger, the Company’s Common Stock (as defined below), will be delisted from the New York Stock Exchange (the “NYSE”) and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Subject to the terms and conditions set forth in the Nano Merger Agreement, at the effective time of the Nano Merger (the “Effective Time”), each outstanding share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) (other than (i) shares of the Company’s preferred stock, par value $0.0001 per share (“Preferred Stock”), (ii) shares of Common Stock held by the Company as treasury stock or otherwise held directly by a Company subsidiary, Nano or Nano Merger Sub immediately prior to the Effective Time, and (iii) shares of Common Stock held by Company stockholders that are entitled to, and have properly demanded appraisal for such shares, in accordance with, and have complied in all respects with, Section 262 of the Delaware General Corporation Law (such shares, “Dissenting Shares” and together with clauses (i)-(iii), the “Excluded Shares”)), will be converted automatically into the right to receive an amount in cash equal to $5.00 per share, without interest, less any applicable tax

withholdings. Immediately prior to the Effective Time, each Excluded Share will be cancelled and cease to exist and no consideration will be paid or payable in respect thereof.

The Nano Merger is subject to satisfaction or waiver of certain closing conditions, including receipt of required regulatory approval from the Committee on Foreign Investment in the United States (“CFIUS”). On October 24, 2024, the Company and Nano jointly submitted to CFIUS a declaration, and all accompanying materials required under Section 721 of the Defense Production Act of 1950, as amended, (the “CFIUS Declaration”), and the CFIUS Declaration assessment period expired on November 27, 2024. On November 27, 2024, CFIUS requested that the parties submit a full joint voluntary notice (the “CFIUS Notice”), which the parties submitted and which was accepted by CFIUS on January 14, 2025. At the end of the 45-day review period, on February 27, 2025, CFIUS notified the parties that it would extend its review into a 45-day investigation period. At any time prior to the expiration of the 45-day investigation period, CFIUS may request that the parties withdraw and re-file the CFIUS Notice which has the effect of restarting the initial 45-day review period and potential additional 45-day investigation period. CFIUS may reject the CFIUS Notice at any time after it has been accepted for certain reasons, including if the Company and/or Nano do not timely provide information requested by CFIUS or if the parties fail to reach an agreement on mitigation requirements imposed by CFIUS. As a result of CFIUS’s review or investigation of the Nano Merger, CFIUS may: (i) conclude action under applicable regulations by determining that there are no unresolved national security concerns; (ii) send a report to the President of the United States (the “President”) recommending that the Nano Merger be suspended or prohibited; or (iii) send a report to the President requesting the President’s decision if: (a) CFIUS recommends that the President suspend or prohibit the Nano Merger; (b) the members of CFIUS are unable to reach a decision on whether to recommend that the President suspend or prohibit the Nano Merger; or (c) CFIUS requests that the President make a determination with regard to the Nano Merger. To determine that there are no unresolved national security concerns, CFIUS may impose mitigation measures and request that the parties enter into a National Security Agreement. Should CFIUS send a report to the President, the President will have up to 15 days to decide whether to suspend or prohibit the Nano Merger. The failure to obtain or delay in obtaining the required CFIUS approval has delayed and could further delay completion of the Nano Merger or impose additional costs or limitations on the Company or may result in the failure to close the Nano Merger.

For further information about the Nano Merger, please refer to the Nano Merger Agreement, a copy of which is filed as Exhibit 2.2 to this Annual Report on Form 10-K, and the Company’s definitive Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on November 13, 2024.

Delisting of Public Warrants

On September 26, 2024, the NYSE notified the Company that the NYSE had determined to delist the Company’s Public Warrants due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company did not appeal NYSE’s determination and the Public Warrants were delisted from NYSE on January 6, 2025.

Regaining Compliance with the NYSE’s Minimum Bid Price Listing Requirement

On October 30, 2024, the NYSE notified the Company that it had regained compliance with the NYSE’s minimum bid price listing requirement pursuant to Section 802.01C of the NYSE Listed Company Manual with respect to its Common Stock because the average closing price of the Common Stock exceeded $1.00 per share over a consecutive 30 trading-day period. The Company had previously been notified by the NYSE that it had fallen out of compliance with the NYSE’s minimum bid price listing requirement on April 18, 2023 and November 17, 2023.

Liquidity Risks and Uncertainties

The Company has cash and cash equivalents of $53.6 million as of December 31, 2024. The Company incurred net losses of $85.6 million and $103.6 million for the years ended December 31, 2024 and 2023, respectively. On September 25, 2024, the Company entered into the Nano Merger Agreement to be acquired by Nano. If the Nano Merger is not ultimately consummated, the Company will need to seek additional sources of liquidity. If additional capital cannot be raised, there is substantial doubt that the Company will be able to continue as a going concern for the next twelve months. The Company has funded its operations to date primarily through the sale of convertible preferred stock, the proceeds from the Merger, including the sale of common stock, and the sale of its products. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

Currently the Company generates negative operating cash flows and may continue to do so as the Company focuses on pursuing commercialization and product development. During the years ended December 31, 2024 and 2023 the Company generated net

negative cash flows from operations of $61.3 million and $48.9 million, respectively. The Company has experienced declining revenue in 2024 compared to 2023 due in part to macroeconomic factors, pricing competition, increased interest rates, and rising inflation. The Company's future capital requirements will depend on many factors, including the Company's revenue growth rate, the timing and the amount of cash received from customers, the timing and extent of spending to support development efforts, expenses associated with the Company's international expansion, the introduction of platform enhancements, and the continuing market adoption of The Digital Forge platform. The Company may be required to seek additional equity or debt financing. In the event that the Company requires additional financing, the Company may not be able to raise such financing on terms acceptable to the Company or at all. If the Company is unable to raise additional capital or generate cash flows necessary to expand the Company's operations and invest in continued innovation, the Company may not be able to compete successfully, which would harm the Company's business, results of operations, and financial condition.

The Company has incurred substantial transaction costs associated with the pending Nano Merger, including fees for legal, financial accounting, and other advisory services, as well as other related expenses. For the year ended December 31, 2024, these costs totaled approximately $4.9 million, reflecting a significant financial commitment. The Company anticipates additional transaction costs related to the Nano Merger will continue to be incurred in fiscal year 2025.

Furthermore, the Company's liquidity is impacted by operating restrictions imposed under the Nano Merger Agreement. For example, the Company's ability to raise capital through any equity or debt financing is restricted during the pendency of the Nano Merger pursuant to the terms of the Nano Merger Agreement, which could make it more difficult for the Company to access capital sources needed to meet the Company's financial commitments.

The Company has enacted cost savings measures to preserve capital. In November 2023, the Company announced a cost restructuring initiative that included an approximately 10% workforce reduction and other operational savings measures expected to deliver operating costs savings of approximately $9 - $12 million in 2024. Further, in August 2024, the Company announced an approximately $25 million cost reduction initiative that is expected to reduce the Company’s operating expenses to a yearly run rate of approximately $70 million.

Pursuant to the Settlement Agreement, the Company paid the first settlement payment of $18 million to Continuous Composites on October 10, 2024, and is required to make three additional installment payments thereafter of $1 million, $2 million and $4 million in the fourth quarters of fiscal years 2025, 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations.

There can be no assurance that the Nano Merger will close in a timely manner or at all. Further delays of the completion of the Nano Merger may impose additional costs or limitations on the Company or may result in the failure to close the Nano Merger in a timely manner or at all.

As a result of the foregoing, including continued transaction-related fees, operational expenses and restrictions on the Company's ability to raise additional capital, there is substantial doubt about our ability to continue as a going concern through at least one year after the financial statements included with this Annual Report on Form 10-K are issued.

The Company continues to monitor, analyze, and respond to evolving developments regarding supply chain disruptions and the economic downturn. The Company is unable to predict the ultimate impact that these factors will have on the business, future results of operations, financial position or cash flows. The potential risks to the Company including certain accounting estimates around its supply chain, accounts receivable, inventory and related provisions, and intangible assets, were assessed and had no material impact as of and for the year ended December 31, 2024. There may be changes to those estimates in future periods, and actual results could differ from those estimates.