Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258775
PROSPECTUS
155,874,248 SHARES OF COMMON STOCK
3,150,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
AND
3,150,000 SHARES OF
COMMON STOCK UNDERLYING WARRANTS
OF
MARKFORGED HOLDING CORPORATION
This prospectus relates to
(i) the resale of 21,000,000 shares of common stock issued in the PIPE Investment (as defined below) by certain of the Selling Securityholders, (ii) the resale of 134,874,248 shares of common stock, par value $0.0001 per share (the
common stock) issued in connection with the Merger (as defined below) by certain of the selling securityholders named in this prospectus and (iii) up to an aggregate of 3,150,000 shares of our common stock that may be issued upon
exercise of warrants to purchase shares of common stock that were issued to the Sponsor (the private placement warrants) held by the Selling Securityholders. This prospectus also relates to the resale of up to 3,150,000 of the private
placement warrants.
On July 14, 2021, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of
February 23, 2021, by and among one, a Cayman Islands exempted company (AONE), Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of AONE (Merger Sub), and MarkForged, Inc., a Delaware
corporation (Markforged). As contemplated by the Merger Agreement, AONE was domesticated as a Delaware corporation and changed its name to Markforged Holding Corporation (the Domestication). Following the
Domestication, Merger Sub merged with and into Markforged, the separate corporate existence of Merger Sub ceased and Markforged survived as a wholly owned subsidiary of Markforged Holding Corporation. (MFHC) (the Merger and,
together with the Domestication, the Business Combination).
We are registering the resale of shares of common stock and warrants as required
by the subscription agreements, entered into by and among AONE and certain qualified institutional buyers and accredited investors relating to the purchase of shares of common stock in private placements consummated in connection with the Business
Combination.
We are also registering the resale of other shares of common stock held by certain of our shareholders.
We will receive the proceeds from any exercise of the warrants for cash, but not from the resale of any of the securities registered hereby by the Selling
Securityholders.
We will bear all costs, expenses and fees in connection with the registration of the securities. The Selling Securityholders will bear
all commissions and discounts, if any, attributable to their respective sales of the securities.
Trading of our common stock and warrants began on the New
York Stock Exchange (NYSE) on July 15, 2021, under the ticker symbols MKFG and MKFG WS, respectively. Prior to the Domestication, AONEs Class A ordinary shares, par value $0.0001 per share (the
AONE Class A ordinary shares), and AONE warrants to purchase AONE Class A ordinary shares traded on the New York Stock Exchange (NYSE) under the ticker symbols AONE and AONEWS, respectively.
On March 28, 2022, the closing sale prices of our common stock and warrants as reported by the NYSE were $4.14 and $0.75, respectively.
Investing in our securities
involves risks that are described in the Risk Factors section beginning on page 16 of this prospectus.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of the securities to be
issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 5, 2022.