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SEC FILE NUMBER |
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001-40546 |
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CUSIP NUMBER |
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98423F109 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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One): |
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☒ Form 10-K ☐ Form 20-F
☐ Form 11-K
☐ Form 10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR
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For Period Ended: December 31, 2022 |
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☐ Transition Report on Form
10-K |
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☐ Transition Report on Form
20-F |
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☐ Transition Report on Form
11-K |
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☐ Transition Report on Form
10-Q |
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For the transition period
ended: |
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained
herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Xometry, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
6116 Executive Blvd, Suite 800
Address of Principal Executive Office
(Street and Number)
North Bethesda, MD 20852
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following
should be completed. (Check box if appropriate)
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| ☒ |
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(a) |
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The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense; |
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(b) |
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and |
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(c) |
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The accountant’s statement or other exhibit
required by Rule 12b-25(c)
has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
Xometry, Inc. (“Xometry”) could not file its Annual Report on Form
10-K for the fiscal year
ended December 31, 2022 (the “2022 Form 10-K”) within the prescribed period
without unreasonable effort or expense because it requires
additional time to complete its assessment of its internal control
over financial reporting. As a result, Xometry’s independent
registered public accounting firm, KPMG LLP, has not yet completed
its audit of Xometry. Xometry currently anticipates the 2022 Form
10-K will contain no
material changes to the full year of 2022 results announced in its
press release dated March 1, 2023, and that the 2022 Form
10-K will be filed as soon
as practicable on or before the 15th calendar day following the
prescribed due date.
PART IV - OTHER INFORMATION
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| (1) |
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Name and telephone number of person
to contact in regard to this notification. |
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Kristie
Scott |
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240 |
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335-7914 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If
answer is no, identify
report(s). ☒ Yes ☐ No |
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| (3) |
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Is it anticipated that any
significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof? ☐ Yes ☒ No |
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If so: attach an explanation of the
anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made. |
Cautionary Note Regarding Forward-Looking
Statements
This Form 12b-25 contains
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The words
“anticipate,” “will” and similar terms and phrases are used in this
Form 12b-25 to identify
forward-looking statements, including statements regarding
Xometry’s estimated timing for filing the 2022 Form 10-K. Risks, uncertainties and
assumptions that could affect these forward-looking statements
include, among other things, the completion of procedures related
to Xometry’s internal control over financial reporting, the
discovery of additional information relevant to the audit and the
time needed to finalize and file the 2022 Form 10-K. Xometry disclaims any obligation
to update information contained in these forward-looking statements
whether as a result of new information, future events or otherwise,
except as required by law.
Xometry, Inc.
(Name of Registrant as Specified in
Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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| Date: March 2, 2023 |
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By: |
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/s/ Randolph Altschuler
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Name: |
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Randolph Altschuler |
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Title:
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Chief Executive Officer |
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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