MarkForged, Inc. entered into letter of intent to acquire One (NYSE:AONE) for $1.9 billion in a reverse merger transaction on January 17, 2021. MarkForged, Inc. entered into an agreement and plan of merger to acquire One in a reverse merger transaction on February 23, 2021. The combined company will have an estimated post-transaction equity value of approximately $2.1 billion at closing. The transaction will provide $425 million in gross proceeds to the Company, assuming no redemptions by one shareholder, including a $210 million PIPE at $10.00 per share from investors including Baron Capital Group, funds and accounts managed by BlackRock, Miller Value Partners, Wasatch Global Investors and Wellington Management, as well as commitments from M12 – Microsoft's Venture Fund and Porsche Automobil Holding SE, existing Markforged shareholders. Net transaction proceeds will support Markforged's continued growth across key verticals and strengthen its competitive advantage with new products, proprietary materials and expanded customer use cases. Current Markforged shareholders are expected to hold approximately 78% of the issued and outstanding shares of common stock immediately following the closing. Upon completion of the transaction, the combined company will retain the Markforged name and will be listed on the New York Stock Exchange under the ticker symbol “MKFG.”. Following the completion of the transaction, Shai Terem will continue to lead Markforged as President and Chief Executive Officer. Kevin Hartz will join the Company's board. Alan Masarek will join Markforged's Board of Directors immediately following the closure of Markforged's business combination with one.

The transaction is subject to regulatory approvals, as well as and other customary closing conditions. The Merger Agreement is also subject to the satisfaction or waiver of certain customary closing conditions, including, among others: (i) approval of the Merger and related agreements and transactions by the shareholders of the Company and by the stockholders of Markforged, (ii) the effectiveness of the merger proxy statement / registration statement on Form S- 4 to be filed by the Company in connection with the Merger, (iii) expiration or termination of the waiting period under the HartScott- Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iv) receipt of approval for listing on The New York Stock Exchange (the “NYSE”) for the shares of Company Common Stock to be issued in connection with the Merger, (v) the Company having at least $5,000,001 of net tangible assets upon Closing and (vi) the size and composition of the board of directors of the Company after giving effect to the Merger being composed as agreed upon by the parties. The transaction has been unanimously approved by the boards of directors of both Markforged and one. The transaction is expected to close in the summer of 2021. As of July 6, 2021, the transaction is expected to be closed in mid-July 2021.

Citigroup Global Markets Inc. is serving as lead financial advisor and capital markets advisor to Markforged. William Blair is also acting as financial advisor and capital markets advisor to Markforged, and Kenneth J. Gordon, Michael J. Minahan, Bethany Withers, Jacqueline Klosek, Steven Argentieri, Janet Andolina, Kyle Pine, Jacob R. Osborn, Ce (“Charles”) Li, Nathan Brodeur, Jennifer Fay, Jennifer Luz, Sarah Bock, J. Scott Zilora, Michael Wang, Pamela Finan and Michael R. Patrone of Goodwin Procter LLP acted as legal counsels. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to one and Stephen Fraidin, Andrew Alin, Andrew Rivera, Linda Swartz, Jason Schwartz, David Teigman, Nicholas LaSpina, John Moehringer, Howard Wizenfeld, Joel Mitnick, Ngoc Hulbig, James Treanor, Nick Brandfon and Bill White of Cadwalader, Wickersham & Taft LLP acted as legal counsels. Continental Stock Transfer & Trust Company acted as transfer agent to One. Morrow Sodali LLC acted as information agent to One. One has agreed to pay Morrow Sodali LLC a fee of $32,500, plus disbursements. Stephen Butkow, Bryan Dow, Ted Tutun, Craig DeDomenico, Alysa Craig, Mark White, Thom Weisel, Bri Futerman, Eli Osawemwenze and Rebecca Ayigah of Stifel Nicolaus & Company acted as financial advisors for Markforged.

MarkForged, Inc. completed the acquisition of One (NYSE:AONE) in a reverse merger transaction on July 14, 2021. In connection with the closing of the merger, Markforged has received approximately $361 million of gross proceeds before transaction expenses, including a $210 million PIPE from Baron Capital Group, funds and accounts managed by BlackRock, Miller Value Partners, Wasatch Global Investors, and Wellington Management, as well as existing Markforged shareholders M12 – Microsoft's Venture Fund and Porsche Automobil Holding SE. The combined company, named Markforged Holding Corporation, is expected to commence trading on the New York Stock Exchange beginning on July 15, 2021 under the ticker symbol “MKFG” for Markforged common stock and “MKFG.WS” for Markforged warrants. Carol Meyers, venture partner at Glasswing Ventures, LLC, will join Markforged's Board of Directors. Alan Masarek, most recently Chief Executive Officer of Vonage (Nasdaq: VG) will join the Board as Chairman. The 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 million in fully committed common stock transactions at $10 per share. As of July 13, 2021, the transaction was approved by the shareholders of One.