Business Context and Reporting Period
This Form 8-K Current Report, dated December 7, 2021, details a material definitive agreement entered into by Xometry, Inc. (the "Company"). The report focuses on the acquisition of Thomas Publishing Company ("Thomas"), a New York corporation, via a merger with a wholly-owned subsidiary of Xometry.
Key Financial Metrics and Transaction Terms
The filing outlines the financial structure of the acquisition rather than Xometry's standalone operating results for the period.
- Total Consideration: $300 million, subject to customary adjustments.
- Payment Structure: Approximately $198.5 million in cash and approximately 2,073,422 shares of Xometry Class A common stock.
- Non-Accredited Investors: Holders of Thomas shares who are not accredited investors will receive all-cash consideration.
- Target Financials: Audited financial statements for Thomas are filed as Exhibit 99.3 for the years ended September 30, 2021, and 2020.
- Pro Forma Data: Unaudited pro forma condensed combined financial statements are filed as Exhibit 99.4.
The filing text does not provide specific revenue, profit, cash flow, or margin figures for Xometry, Inc. for the reporting period.
Material Changes and Transaction Status
The primary material change is the execution of the Merger Agreement to acquire Thomas. Key status indicators include:
- Board Approval: The acquisition has been approved by the boards of directors of both Xometry and Thomas.
- Shareholder Support: More than 90% of Thomas shareholders have entered into agreements to support the transaction.
- Expected Closing: The transaction is expected to close on or about December 10, 2021.
- Conditions: Closing is conditioned on the accuracy of representations and warranties and the performance of obligations by both parties.
Outlook, Risks, and Contingencies
Management commentary is limited to the terms of the Merger Agreement and the strategic intent to acquire Thomas. The filing highlights several risks and contingencies:
- Indemnification: Thomas shareholders will indemnify Xometry for losses arising from inaccuracies in representations, pre-closing taxes, and other matters, subject to caps and thresholds.
- Representations and Warranties: The filing explicitly states that representations in the Merger Agreement are for risk allocation and should not be relied upon as factual characterizations without reference to confidential disclosure schedules.
- Regulatory Status: The issuance of Xometry shares for the acquisition is exempt from registration under Section 4(2) of the Securities Act.
Investor Verification Checklist
- Verify the final closing date, as the current expectation is December 10, 2021.
- Review Exhibit 99.3 for Thomas Publishing Company's audited financial performance for 2020 and 2021.
- Examine Exhibit 99.4 for unaudited pro forma combined financial statements to understand the post-acquisition financial position.
- Confirm the final number of Class A shares issued, as the current figure of approximately 2,073,422 is subject to adjustment.
- Assess the impact of the $198.5 million cash outlay on Xometry's liquidity and debt levels, which are not detailed in this specific 8-K text.