Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory
Note” above is incorporated into this Item 2.01 by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor
registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), as Markforged Holding Corporation was immediately before the Transactions, then the registrant
must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form
10. As a result of the consummation of the Transactions, and as discussed below in Item 5.06 of this Report, Markforged Holding
Corporation has ceased to be a shell company. Accordingly, Markforged Holding Corporation is providing the information below that would
be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to Markforged Holding Corporation
after the consummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
This Report, or some of the information incorporated
herein by reference, 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, and the
benefits of the Transactions. 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 Report, 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 Markforged
Holding Corporation discusses its strategies or plans, 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, Markforged Holding Corporation’s
management.
These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond Markforged Holding Corporation’s control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements. 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. These risks and uncertainties include, but are not limited to:
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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.
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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.
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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.
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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.
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We depend on our network of value-added resellers and our
business could be materially adversely affected if they do not meet our expectations.
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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.
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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.
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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.
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We are, and have been in the recent past, subject to business and intellectual property litigation.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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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Other factors detailed under the section titled “Risk
Factors” beginning on page 32 of the Proxy Statement/Prospectus and incorporated herein by reference.
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The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the other documents filed by us from time to time with the SEC. There can be no assurance that future developments affecting
Markforged Holding Corporation will be those that we have anticipated. Markforged Holding Corporation undertakes 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.
Business
Reference is made to the disclosure
contained in the Proxy Statement/Prospectus beginning on page 219 in the section entitled “Information About Markforged”, which is incorporated herein by reference.
Risk Factors
Reference is made to the summary of risks included
on page 19 of the Proxy Statement/Prospectus and the disclosure contained in the Proxy Statement/Prospectus beginning on page 32 in the
section entitled “Risk Factors”, each of which is incorporated herein by reference.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Reference is made to the disclosure contained
in the Proxy Statement/Prospectus beginning on page 230 in the section entitled “Markforged’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, which is incorporated herein by reference.
Quantitative and Qualitative Disclosures
about Market Risk
Reference is made to the disclosure
contained in the Proxy Statement/Prospectus beginning on page 243 in the section entitled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations of Markforged¾Qualitative and Quantitative Disclosure about Market
Risk”, which is incorporated herein by reference.
Facilities
Reference is made to the disclosure contained
in the Proxy Statement/Prospectus beginning on page 228 in the section entitled “Information About Markforged—Facilities,”
which is incorporated herein by reference.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth beneficial ownership
of New Common Stock immediately following the consummation of the Transactions and the PIPE Investment by:
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each person who is known to be the beneficial owner of more than 5% of the outstanding shares of New Common Stock;
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each of Markforged Holding Corporation’s current named executive officers and directors; and
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all current executive officers and directors of Markforged Holding Corporation as a group.
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Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or
shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within
60 days.
Unless otherwise indicated, Markforged Holding
Corporation believes that all persons named in the table below have sole voting and investment power with respect to the voting securities
beneficially owned by them.
The beneficial ownership of our New Common Stock
is based on 185,251,837 shares outstanding immediately following the Transactions and after giving effect to the Merger, the Employee
Transactions, the Preferred Stock Conversion, the PIPE Investment and the Redemption.
Name and Address of Beneficial Owner(1)
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Number of
Shares
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% of
Ownership
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5% Holders
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Entities affiliated with Matrix
Ventures(2)
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29,920,109
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16.2
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%
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North Bridge Venture Partners 7, L.P.(3)
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29,126,742
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15.7
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%
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Entities affiliated with Trinity
Ventures(4)
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17,258,748
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9.3
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%
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Entities affiliated with Summit
Partners(5)
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14,527,328
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7.8
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%
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Gregory Thomas Mark(6)​
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23,306,793
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12.6
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%
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Directors and Named Executive Officers
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Kevin Hartz(7)​
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5,220,000
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2.8
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%
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Shai Terem(8)​
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1,674,908
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*
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David Benhaim(9)​
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1,032,053
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*
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Antonio Rodriguez(10)​
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29,920,109
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16.2
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%
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Edward T. Anderson(11)​
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29,126,742
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15.7
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%
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Michael Medici
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14,527,328
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7.8
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%
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Paul Milbury(12)​
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330,644
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*
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Gregory Thomas Mark(6)​
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23,306,793
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12.6
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%
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Carol Meyers
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-
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-
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Alan Masarek
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-
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-
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Assaf Zipori(13)​
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296,784
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*
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All directors and executive officers as a group (12 individuals)
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105,251,837
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55.9
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%
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*
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Less than one percent
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(1)
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Unless otherwise noted, the business address of each of those
listed in the table above is 480 Pleasant Street, Watertown, MA 02472.
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(2)
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Consists of 28,495,912 shares held by Matrix IX in Markforged
Holding Corporation and 1,424,197 shares held by Weston IX in Markforged Holding Corporation. Antonio Rodriguez is a partner at Matrix
Partners and a member of the board of directors post-closing of the Merger. Mr. Rodriguez is a managing member of Matrix
IX Management Co., L.L.C. and as such has sole voting and dispositive power with respect to the Matrix IX and Weston IX shares. Mr. Rodriguez
disclaims beneficial ownership of the Matrix IX and Weston IX shares, except to the extent of his pecuniary interest therein. The principal
mailing address for each of Mr. Rodriguez, Matrix IX, and Weston IX is 101 Main Street, 17th Floor, Cambridge, MA 02142.
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(3)
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Consists of 29,126,742 shares held by NBVP 7 in Markforged
Holding Corporation. North Bridge Venture Management 7, L.P. (“NBVM 7”) is the sole general partner of NBVP 7. NBVM GP, LLC
(“NBVM GP”) is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the board of directors post-closing
of the Merger, and Richard A. D’Amore are the managers of NBVM GP and may be deemed to have shared voting and dispositive
power over the shares held by NBVP 7. The principal address for North Bridge Venture Partners and the Managers is 60 William Street,
Suite 350, Wellesley, MA 02481.
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(4)
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Consists of 16,853,513 shares held by Trinity Ventures XI,
L.P. in Markforged Holding Corporation, 270,617 shares held by Trinity XI Entrepreneurs’ Fund, L.P. in Markforged Holding Corporation
and 134,618 shares held by Trinity XI Side-By-Side Fund, L.P. in Markforged Holding Corporation. Trinity TVL XI, LLC is the General Partner
of the Trinity Entities and the Management Members of Trinity TVL XI, LLC share voting and dispositive power over the shares held by
each of the Trinity Entities. The Management Members of Trinity TVL XI, LLC are Ajay Chopra, Noel Fenton, Nina Labatt, Patricia Nakache
and Larry Orr. The principal mailing address for the Trinity Entities is 2480 Sand Hill Rd #200, Menlo Park, CA 94025.
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(5)
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Consists of 8,886,205 shares held by Summit Partners Growth
Equity Fund IX-A, L.P. in Markforged Holding Corporation, 5,548,423 shares held by Summit Partners Growth Equity Fund IX-B, L.P. in Markforged
Holding Corporation, 82,285 shares held by Summit Investors GE IX/VC IV, LLC in Markforged Holding Corporation, and 10,415 shares held
by Summit Investors GE IX/VC IV (UK), L.P. in Markforged Holding Corporation. Summit Master Company, LLC is (i) the general partner of
Summit Partners, L.P., which is the managing member of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE
IX, L.P., which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and Summit Partners Growth Equity Fund IX-B,
L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the general partner of Summit Investors GE IX/VC IV
(UK), L.P. and the manager of Summit Investors GE IX/VC, LLC. Summit Master Company, LLC, as the general partner of Summit Partners,
L.P. and as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive
power of the shares held directly by Summit Partners Growth Equity Fund IX-A, L.P., Summit Partners Growth Equity Fund IX-B, L.P., Summit
Investors GE IX/VC IV (UK), L.P., and Summit Investors GE IX/VC IV, LLC, to Summit Partners, L.P. and its three-person investment committee
responsible for investment decisions with respect to the Company’s securities, currently composed of Peter Chung, Scott Collins
and Len Ferrington, who act by a majority vote. Accordingly, Mr. Chung, Mr. Collins and Mr. Ferrington disclaim beneficial ownership
of the reported shares. The address for each of the reporting entities is 222 Berkeley Street, 18th Floor, Boston, MA 02116.
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(6)
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Consists of (a) 19,301,998 shares held directly by Mr. Mark
in Markforged Holding Corporation, (b) 2,669,863 shares held by The Gregory Mark Irrevocable Family Trust in Markforged Holding Corporation
and (c) 1,334,932 shares held by The Gregory Mark 2020 Grantor Retained Annuity Trust in Markforged Holding Corporation. The trustees
of The Gregory Mark Irrevocable Family Trust are Mr. Mark and two immediate family members and the trustee of The Gregory Mark 2020 Grantor
Retained Annuity Trust is Mr. Mark. Voting and investment power over the shares held of record by the trusts is exercised by Mr. Mark
and his co-trustees.
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(7)
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The shares reported herein are held by A-Star, which is governed
by its managers, Kevin E. Hartz, Spike Lipkin and Troy B. Steckenrider III. The managers have voting and investment discretion with respect
to such AONE Class B ordinary shares and may be deemed to have shared beneficial ownership of such shares.
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(8)
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Consists of 1,674,908 shares in Markforged Holding Corporation
subject to options held by Mr. Terem exercisable within 60 days in of July 14, 2021.
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(9)
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Consists of 278,447 shares held directly by Mr. Benhaim and
753,606 shares subject to options that are held by Mr. Benhaim exercisable within 60 days of July 14, 2021.
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(10)
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Consists of shares identified in footnote (2) above. Mr. Rodriguez
is a partner at Matrix Partners.
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(11)
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Consists of shares identified in footnote (3) above. Mr. Anderson
is a managing director at North Bridge.
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(12)
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Consists of 330,644 shares in Markforged Holding Corporation
subject to options that are held by Mr. Milbury exercisable within 60 days of July 14, 2021.
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(13)
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Consists of 296,784 shares in Markforged Holding Corporation
subject to options that are held by Mr. Zipori exercisable within 60 days of July 14, 2021.
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Directors and Executive Officers
Markforged Holding Corporation’s
directors and executive officers after the consummation of the Transactions, are described in the Proxy Statement/Prospectus in the
sections entitled “Director Proposal” beginning on page 155 and “Management of Markforged Holding
Corporation Following the Business Combination” beginning on page 244 and that information is incorporated herein by
reference; provided that Markforged Holding Corporation’s board of directors consists of nine persons and Alan Masarek has
been elected as a Class III director, serving as the Chairperson of the board and member of the Nominating and Corporate Governance
Committee. The biographical information about Mr. Masarek is set forth under Item 5.02 of this Report and is incorporated herein by
reference.
The information set forth in the Proxy Statement/Prospectus
section entitled “Management of Markforged Holding Corporation Following the Business Combination—Compensation Committee
Interlocks” on page 249 is incorporated herein by reference.
Executive Compensation
The executive compensation of Markforged Holding
Corporation’s executive officers is described in the Proxy Statement/Prospectus in the section entitled “Executive Compensation”
beginning on page 251 and that information is incorporated herein by reference.
Director Compensation
The compensation of Markforged Holding Corporation’s
directors is described in the Proxy Statement/Prospectus in the section entitled “Executive Compensation—Director Compensation”
beginning on page 257 and that information is incorporated herein by reference.
Committees of the Board
The board of directors has three standing committees:
an audit committee; a compensation committee; and a nominating and corporate governance committee. Each of the committees will report
to the board of directors as it deems appropriate and as the board of directors may request. Further description of these committees
is provided in the Proxy Statement/Prospectus in the section entitled “ Management of Markforged Holding Corporation Following
the Business Combination-Board Composition” beginning on page 247 and is incorporated herein by reference.
Effective immediately following the consummation of the Transactions, the Board appointed Paul
Milbury (chair), Edward Anderson and Michael Medici to serve on the Audit Committee. The Board appointed Edward Anderson (chair), Kevin
E. Hartz and Carol Meyers to serve on the Compensation Committee. The Board appointed Michael Medici (chair), Alan Masarek and Antonio
Rodriguez to serve on the Nominating and Corporate Governance Committee.
Certain Relationships and Related Transactions,
and Director Independence
Certain relationships and related party transactions
of Markforged Holding Corporation are described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships
and Related Person Transactions” beginning on page 263 and are incorporated herein by reference. None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent
functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.
Markforged Holding Corporation has determined
that the following directors qualify as “independent” as defined under applicable SEC rules and the NYSE listing standards:
Edward Anderson, Kevin E. Hartz, Alan Masarek, Michael Medici, Paul Milbury, Antonio Rodriguez and Carol Meyers. The information set forth
in the Proxy Statement/Prospectus beginning on page 244 in the section entitled “Management of Markforged Holding Corporation
Following the Business Combination” is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure contained
in the Proxy Statement/Prospectus beginning on page 229 in the section entitled “Information About Markforged—Legal Proceedings,”
which is incorporated herein by reference; provided that as previously disclosed, on July 1, 2021, Markforged received a letter from
Continuous Composites, a company based in Idaho, containing a notice of purported infringement of four of its U.S. patents, all relating
to continuous fiber materials. Subsequently, on July 7, 2021, Continuous Composites filed a complaint for patent infringement in the
United States District Court for the District of Delaware alleging infringement of the same four of its U.S. patents and seeking monetary
damages and injunctive relief. Markforged intends to vigorously defend against these claims and pursue all other remedies available against
Continuous Composites and its patents.
Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters
Shares of New Common Stock and New Warrants began
trading on the NYSE under the symbol “MKFG” and “MKFG.WS,” respectively, on July 15, 2021, in lieu of the Class
A Ordinary Shares, warrants and units of AONE. Markforged Holding Corporation has not paid any cash dividends on its shares of common
stock to date. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations
and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the
future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of
any cash dividends is within the discretion of our board of directors. Further, our ability to declare dividends may be limited by the
terms of financing or other agreements entered into by us or our subsidiaries from time to time.
Information with respect to AONE’s Class
A Ordinary Shares, warrants and units and related matters are described in the Proxy Statement/Prospectus in the section entitled “Market
Price and Dividend Information” on page 31 and such information is incorporated herein by reference.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth
below under Item 3.02 of this Report concerning the issuance and sale by Markforged Holding Corporation of certain unregistered securities,
which is incorporated herein by reference.
Description of Registrant’s Securities
Reference is made to the disclosure contained
in the Proxy Statement/Prospectus beginning on page 271 in the section entitled “Description of Markforged Holding Corporation
Securities,” which is incorporated herein by reference. Immediately following the consummation of the Transactions, the Company had 65 holders of record (excluding approximately 235 former
holders of Markforged Common Stock that had not yet completed the letter of transmittal process to have their shares of New Common Stock
issued, DTC participants or beneficial owners holding shares through nominee names).
Equity Incentive Plans
In connection with the consummation of the Transactions,
and as further described in the Proxy Statement/Prospectus in the sections titled “ Incentive Plan Proposal” beginning
on page 159, and that is incorporated herein by reference, Markforged Holding Corporation adopted the 2021 Plan and reserved 42.5 million
shares for issuance thereunder to employees, directors and independent contractors in order to attract, motivate and retain the talent
for which Markforged Holding Corporation competes.
In connection with the consummation of the Transactions,
and as further described in the Proxy Statement/Prospectus in the sections titled “ ESPP Proposal” beginning on page
165, and that is incorporated herein by reference, Markforged Holding Corporation adopted the Markforged Holding Corporation 2021 Employee
Stock Purchase Plan and reserved 4.7 million shares for issuance thereunder to certain eligible employees in order to attract,
motivate and retain the talent for which Markforged Holding Corporation competes.
Senior Executive Cash Incentive Bonus Plan
In connection with the consummation of the Transactions,
Markforged Holding Corporation adopted the Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”). The Bonus
Plan provides for annual cash bonus payments based upon the attainment of company and individual performance targets established by the
Compensation Committee. The payment targets will be related to financial and operational measures or objectives with respect to
Markforged Holding Corporation, or the Markforged Holding Corporation Performance Goals, as well as individual performance objectives.
Markforged Holding Corporation may
select Corporate Performance Goals from among the following: cash flow (including, but not limited to, operating cash flow and free
cash flow); revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income (loss) (either
before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s common stock;
economic value-added; acquisitions or strategic transactions, including licenses, collaborations, joint ventures or promotion
arrangements; recruiting; operating income (loss); return on capital, assets, equity, or investment; stockholder returns; return on
sales; gross or net profit levels; productivity; expense efficiency; margins; operating efficiency; customer satisfaction; working
capital; earnings (loss) per share of the Company’s common stock; bookings, new bookings or renewals; sales or market shares;
number of customers, number of new customers or customer references; operating income and/or net annual recurring revenue, any of
which may be (A) measured in absolute terms or compared to any incremental increase, (B) measured in terms of growth, (C)
compared to another company or companies or to results of a peer group, (D) measured against the market as a whole and/or as
compared to applicable market indices and/or (E) measured on a pre-tax or post-tax basis (if applicable).
Each
executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period.
The bonus formulas will be adopted in each performance period by the Compensation Committee and communicated to each executive.
The Corporate Performance Goals will be measured at the end of each performance period after our financial reports have been published
or such other appropriate time as the Compensation Committee determines. If the Corporate Performance Goals and individual performance
objectives are met, payments will be made as soon as practicable following the end of each performance period, but no later than 74 days
after the end of the year in which such performance period ends. Subject to the rights contained in any agreement between the executive
officer and us, an executive officer must be employed by Markforged Holding Corporation on the bonus payment date to be eligible to receive
a bonus payment. The Bonus Plan also permits the Compensation Committee to approve additional bonuses to executive officers in its
sole discretion.
Indemnification of Directors and Officers
Markforged
Holding Corporation has entered into indemnification agreements with each of its directors and executive officers. Each indemnification
agreement provides for indemnification and advancement by Markforged Holding Corporation of certain expenses and costs relating to claims,
suits or proceedings arising from service as an officer, director, employee, agent or fiduciary of Markforged Holding Corporation or,
at its request, service to other entities to the fullest extent permitted by applicable law. The foregoing description of the indemnification
agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements,
a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Further information about the indemnification
of Markforged Holding Corporation’s directors and officers is set forth in the Proxy Statement/Prospectus in the section entitled
“Description of Markforged Holding Corporation Securities—Limitations on Liability and Indemnification of Officers and
Directors” beginning on page 282 and is incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth
in Item 9.01 of this Report concerning the financial statements of Markforged Holding Corporation.
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
The information set forth under Item 4.01 of this
Report is incorporated herein by reference.