Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing on December 9, 2021, of the transactions contemplated by that certain Agreement and Plan of Merger, dated December 7, 2021 (the “Merger Agreement”), as described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2021 (the “December 8th Current Report”).
The Merger Agreement is by and between Xometry, Inc. (the “Company”), Thomas Publishing Company, a New York corporation (“Thomas”), NAASOM Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, as the shareholders’ representative thereunder.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On December 9, 2021 (the “Closing Date”), the Company, through its wholly owned subsidiary Merger Sub, completed its previously announced acquisition of Thomas, pursuant to the Merger Agreement. Thomas is a leading platform for product sourcing, supplier selection and digital marketing solutions for the manufacturing industry.
Pursuant to the Merger Agreement, Merger Sub merged with and into Thomas, with Thomas continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company (the “Acquisition”), effective December 9, 2021.
Pursuant to the terms and conditions set forth in the Merger Agreement, the aggregate consideration payable in exchange for all of the outstanding equity interests of Thomas was approximately $300 million subject to customary adjustments as set forth in the Merger Agreement, payable in cash and shares of the Company’s Class A common stock.
The foregoing description of the Merger Agreement is a summary, is not complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the December 8th Current Report.
| Item 3.02. | Unregistered Sales of Equity Securities |
The issuance of the shares of the Company’s Class A common stock in connection with the Acquisition is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), or Regulation D thereunder, as a transaction by an issuer not involving a public offering.
Item 2.01 of this Current Report on Form 8-K contains a more detailed description of the Merger Agreement, and is incorporated into this Item 3.02 by reference.
