Filed by one
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: MarkForged, Inc.
Commission File No. 001-39453
The following is a transcript of a video prepared in connection
with the proposed business combination transaction between one and MarkForged, Inc.
Michael Papish – MarkForged, Inc. – Vice
President, Marketing
Markforged is changing the pace of invention with the Digital
Forge. The Digital Forge is an easy to use additive manufacturing platform that comprises best-in-class printers, cloud-based software,
and both metal and composite materials, allowing designers, engineers and manufacturers to go from design to part anywhere in the
world.
Kevin Hartz – one – Chief Executive Officer
and Co-Founder
I saw PayPal grow from pre-launch all the way up in on its trajectory
to where it is now. And that is the payments leader online. No small feat. That's what I see in Markforged.
Greg Mark – MarkForged, Inc. – Chairman
and Founder
Back in 2013, when we founded Markforged, we had a choice. At
the high end, you could buy these million dollar metal machines, but the materials were toxic, flammable, and machines were hard
to use. At the low end, you could buy these desktop hobby printers. They were accessible and easy to use. But they just printed
plastic parts. It wasn't something you could use for end use or a real application. At Markforged, we envision a fundamentally
new way to 3D print, where you get the high end, high strength parts of the million dollar machine, but you'd have the ease of
use and accessibility of a desktop. And that's exactly what we set out to do. And in the process, we've begun to truly reinvent
manufacturing.
Shai Terem – MarkForged, Inc. – President
and Chief Executive Officer
With Markforged on the journey from 10,000 happy customers today
to 100,000 happy customers in 2025. We're inviting you to join us on this journey. Our industry grew 10x from 2 billion in 2012
to almost 18 billion expected this year. Going forward, the industry expects to continue growing by another 100 billion until 2029.
Michael Papish
The amazing thing behind Markforged is it's not merely a hardware
company, it's a software company. So from the beginning, it's been architected with amazing software platform to network together
all the the 3D printers, and it can actually learn, so it looks and sees how a part is being printed and can actually improve that.
David Benheim – MarkForged, Inc. – Chief
Technology Officer and Co-Founder
And so in the future, like Markforged and closed loop manufacturing
is really delivering on the company's mission which is to reinvent manufacturing, so you can build anything you imagine.
Rick Squires - Owner, Squires Performance
The printer is a big game changer. We can R and D real time
now and go from concept to finished product quickly.
Shai Terem
Today, we are already reinventing manufacturing by delivering
on the most demanding application in aerospace and defense, military, space exploration, industrial automation and automotive.
We continue to invest into the future to ensure our customers can build anything they imagine.
Rick Denormand – Product Engineering Manager, Caldwell
Having the ability to 3D print on metal components has really
improved our development process.
Tom Sandladerer – Tom’s 3D Reviews
The fact that the entire printer is super rigid, and once you
close the top lid, all of that engineering point it's just hidden out of sight.
David Benheim
When you have the Markforged printer on your desk, you have
a box that can turn ideas into a physical reality. There's nothing that can stop you.
Shai Terem
Markforged is the right company at the right time with the
right product and the right team. I'm inviting you to join us. Nothing can stop us.
Additional Information and Where to
Find It
A full description
of the terms of the transaction will be provided in a registration statement on Form S-4 to be filed with the SEC by one that
will include a prospectus with respect to the combined company’s securities to be issued in connection with the business
combination and a proxy statement with respect to the shareholder meeting of one to vote on the business combination. one urges
its investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/prospectus, as
well as other documents filed with the SEC, because these documents will contain important information about one, MarkForged, Inc.
(“Markforged”) and the transaction. After the registration statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement will be mailed to shareholders of one as of
a record date to be established for voting on the proposed business combination. Once available, shareholders will also be able
to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by
directing a request to: one, 16 Funston Avenue, Suite A, The Presidio of San Francisco, San Francisco, California
94129, Attention: Secretary. The preliminary and definitive proxy statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
one and
Markforged and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the potential transaction described in this document under the rules of the SEC. Information about the directors
and executive officers of one is set forth in one’s final prospectus filed with the SEC pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on August 19, 2020
and is available free of charge at the SEC’s web site at www.sec.gov or by directing a request to: one,
16 Funston Avenue, Suite A, The Presidio of San Francisco, San Francisco, California 94129, Attention: Secretary. Information
regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the one shareholders
in connection with the potential transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus
when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This communication
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of one,
the combined company or Markforged, nor shall there be any sale of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Special Note Regarding Forward-Looking Statements
This communication
contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words: “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements
contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.
Although we believe that we have a reasonable basis for each forward-looking statement contained in this communication, we caution
you that these statements are based on a combination of facts and factors currently known by us and our projections of the future,
about which we cannot be certain. Forward-looking statements in this communication include, but are not limited to, statements
regarding the proposed business combination, including the timing and structure of the transaction, the expected new investors
in the combined company, assumptions relating to redemptions, the expected proceeds of the transaction and the anticipated uses
of those proceeds, the equity value, cash position and initial market capitalization of the combined company, the benefits of the
transaction, the expected ownership of current Markforged stockholders following the closing of the transaction, as well as statements
about the expected growth of the additive manufacturing industry, the combined company’s competitive position in the industry,
the anticipated growth of the combined company, the increased adoption of its products, and the expected benefits of product innovation.
We cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward looking
statements are subject to a number of risks and uncertainties, including, among others: general economic, political and business
conditions; the inability of the parties to consummate the business combination or the occurrence of any event, change or other
circumstances that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings
that may be instituted against the parties following the announcement of the business combination; the risk that the approval of
the shareholders of one for the potential transaction is not obtained; failure to realize the anticipated benefits
of the business combination, including as a result of a delay in consummating the potential transaction; the risk that the business
combination disrupts current plans and operations as a result of the announcement and consummation of the business combination;
the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption
requests made by one’s shareholders; the inability to obtain or maintain the listing of the combined company's
securities following the business combination; costs related to the business combination; and those factors discussed under the
header “Risk Factors” in the registration statement on Form S-4 to be filed by one with the SEC
and those included under the header “Risk Factors” in the final prospectus of one related to its initial
public offering. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light
of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation
or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The
forward-looking statements in this document represent our views as of the date of this document. We anticipate that subsequent
events and developments will cause our views to change. However, while we may elect to update these forward-looking statements
at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this
communication.
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