UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 9, 2020

Desktop Metal, Inc. 

(Exact name of registrant as specified in its charter)

(978) 224-1244

Registrant’s telephone number, including area code

Trine Acquisition Corp. 

405 Lexington Avenue, 48^th Floor 

New York, NY 10174 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

INTRODUCTORY NOTE

Unless the context otherwise requires, “we,” “us,” “our,” “Desktop Metal” and the “Company” refer Desktop Metal, Inc., a Delaware corporation (f/k/a Trine Acquisition Corp., a Delaware corporation), and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to “Trine” refer to Trine Acquisition Corp., a Delaware corporation, prior to the Closing. All references herein to the “Board” refer to the board of directors of the Company.

Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Consent Solicitation Statement/Prospectus (as defined below) in the section entitled “Basis of Presentation and Glossary” beginning on page i thereof, and such definitions are incorporated herein by reference.

As disclosed under the sections entitled “Proposal No. 1—The Business Combination Proposal,” “The Business Combination” and “The Merger Agreement” beginning on pages 86, 180 and 206, respectively, of the proxy statement/consent solicitation statement/prospectus (the “Proxy Statement/Consent Solicitation Statement/Prospectus”) and filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2020 by Trine, Trine entered into an Agreement and Plan of Merger, dated September 26, 2020, with Sparrow Merger Sub, Inc., a wholly-owned subsidiary of Trine (“Merger Sub”), and Desktop Metal, Inc., now known as Desktop Metal Operating, Inc. (“Legacy Desktop Metal”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 11, 2020, by and among Trine, Merger Sub and Legacy Desktop Metal (the “Amendment” and as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Desktop Metal, with Legacy Desktop Metal surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

On December 8, 2020, Trine held a special meeting of stockholders (the “Special Meeting”), at which the Trine stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement/Consent Solicitation Statement/Prospectus.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on December 9, 2020 (the “Closing Date”), the Transactions were consummated (the “Closing”).

Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference.

As described above, on December 8, 2020, Trine held the Special Meeting, at which the Trine stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement and the Transactions. On December 9, 2020, the parties consummated the Business Combination. In connection with the Closing, the Company changed its name from Trine Acquisition Corp. to Desktop Metal, Inc.

Holders of 26,049 shares of Trine’s Class A common stock sold in its initial public offering (the “public shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Trine’s initial public offering, calculated as of two business days prior to the consummation of the business combination, which was approximately $10.17 per share, or $265,002.64 in the aggregate.

As a result of the Business Combination, each share of Legacy Desktop Metal preferred stock and common stock was converted into the right to receive approximately 1.221218442 shares of the Company’s Class A common stock.

Additionally, the shares of Trine Class B common stock held by Trine Sponsor IH, LLC (the “Sponsor”), automatically converted to 7,503,750 shares of the Company’s Class A common stock.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 27,497,500 newly-issued shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $274,975,000 (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment.

After giving effect to the Transactions, the redemption of public shares as described above, and the consummation of the PIPE Investment there are currently 226,704,981 shares of the Company’s Class A common stock issued and outstanding.

The Company’s Class A common stock and warrants commenced trading on the New York Stock Exchange (“NYSE”) under the symbols “DM” and “DM.WS,” respectively, on December 10, 2020, subject to ongoing review of the Company’s satisfaction of all listing criteria following the Business Combination.

As noted above, an aggregate of $265,002.64 was paid from the Company’s trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $305.1 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination.

Form 10 Information

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This report includes statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report (including in information that is incorporated by reference into this report) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions and the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the Company. Factors that may impact such forward-looking statements include:

The forward-looking statements contained in this report are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described or incorporated by reference under the heading “Risk Factors” below. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Business

The business of the Company is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Information About Desktop Metal” beginning on page 126 thereof and that information is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Risk Factors” beginning on page 28 thereof and are incorporated herein by reference. A summary of the risks associated with the Company’s business are also described on page 14 of the Proxy Statement/Consent Solicitation Statement/Prospectus under the heading “Summary Risk Factors” and are incorporated herein by reference.

Financial Information

The financial information of the Company is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled “Selected Historical Consolidated Financial Information of Desktop Metal” and “Desktop Metal’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 152 and 153 thereof, respectively, and are incorporated herein by reference.

The financial information of Trine is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled “Selected Historical Financial Information of Trine” and “Trine’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 115 and 116 thereof, respectively, and are incorporated herein by reference.

Reference is made to the disclosure set forth in Item 9.01 of this Report relating to the financial information of the Company and Trine, and to Exhibits 99.2, 99.3 and 99.4, all of which are incorporated herein by reference.

Properties

The properties of the Company are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Information About Desktop Metal” beginning on page 126 thereof and that information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us regarding the beneficial ownership of our Common Stock immediately following consummation of the Transactions by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise noted, the address of each beneficial owner is c/o Desktop Metal, Inc., 63 3rd Ave., Burlington, MA 01803.

The beneficial ownership of our Class A common stock is based on 226,704,981 shares of Common Stock issued and outstanding immediately following consummation of the Transactions, including the redemption of public shares as described above and the consummation of the PIPE Investment.

Beneficial Ownership Table

* Less than one percent.

Directors and Executive Officers

The Company’s directors and executive officers upon the Closing are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Management of the Post-Combination Company Following the Business Combination” beginning on page 175 thereof and that information is incorporated herein by reference.

Directors

Pursuant to the approval of Trine stockholders from the Special Meeting, the following persons will constitute the Company’s Board effective upon the Closing: Ric Fulop, Dayna Grayson, Leo Hindery, Jr., Wen Hsieh, Jeff Immelt, Byron Knight, Stephen Nigro, Steve Papa, Andy Wheeler and Bilal Zuberi. M. Ian G. Gilchrist, Josephine Linden, Marc Nathanson, Kent R. Sander, Tom Wasserman and Abbas F. Zuaiter resigned as directors of the Company. Ms. Grayson and Messrs. Knight and Wheeler were appointed to serve as Class I directors, with terms expiring at the Company’s first annual meeting of stockholders following the Closing; Messrs. Hsieh, Immelt, Papa and Zuberi were appointed to serve as Class II directors, with terms expiring at the Company’s second annual meeting of stockholders following the Closing; and Messrs. Fulop, Hindery and Nigro were appointed to serve as Class III directors, with terms expiring at the Company’s third annual meeting of stockholders following the Closing. Biographical information for these individuals, other than Messrs. Hindery and Nigro, is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section titled “Management of Desktop Metal” beginning on page 143, which is incorporated herein by reference. Biographical information for Mr. Hindery is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section titled “Management of Trine,” beginning on page 108, which is incorporated herein by reference. Biographical information for Mr. Nigro is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section titled “Management of Post-Combination Company Following the Business Combination,” beginning on page 175, which is incorporated herein by reference.

Independence of Directors

NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Ms. Grayson and Messrs. Hsieh, Immelt, Knight, Papa, Wheeler and Zuberi are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Effective as of the Closing, the standing committees of the Company’s Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Each of the committees reports to the Board.

Effective as of the Closing, the Board appointed Ms. Grayson and Messrs. Immelt and Zuberi to serve on the Audit Committee, with Mr. Immelt as chair. The Board appointed Ms. Grayson and Mr. Hsieh to serve on the Compensation Committee, with Ms. Grayson as chair. The Board appointed Messrs. Papa and Wheeler to serve on the Compensation Committee, with Mr. Papa as chair.

Executive Officers

Effective as of the Closing, each of M. Ian Gilchrist, Leo Hindery, Jr., Pierre M. Henry and Mark J. Coleman resigned as the President, Chairman and Chief Executive Officer, Chief Financial Officer and Executive Vice President, Development and Executive Vice President and General Counsel, respectively. Effective as of the Closing, the Board appointed Ric Fulop to serve as Chief Executive Officer and Chairman, Steve Billow to serve as President, Elizabeth Linardos to serve as Chief Financial Officer and Treasurer, Meg Broderick to serve as General Counsel and Secretary, Ilya Mirman to serve as Chief Marketing Officer and Jonah Myerberg to serve as Chief Technology Officer. Biographical information for these individuals is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section titled “Management of Desktop Metal” beginning on page 143, which is incorporated herein by reference.

Executive Compensation

Executive Compensation

The executive compensation of the Company’s named executive officers and directors is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Management of Desktop Metal--Executive Compensation” beginning on page 145 thereof and that information is incorporated herein by reference.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Person Transactions

Certain relationships and related person transactions are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Certain Relationships and Related Person Transactions” beginning on page 262 thereof and are incorporated herein by reference.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Ms. Grayson and Messrs. Hsieh, Immelt, Knight, Papa, Wheeler and Zuberi are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Risk Oversight

Our risk management oversight is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Management of the Post-Combination Company Following the Business Combination—Risk Oversight” beginning on page 178 thereof and that information is incorporated herein by reference.

Committees of the Board of Directors

The committees of our board of directors are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Management of the Post-Combination Company Following the Business Combination—Board Committees” beginning on page 176 thereof and that information is incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Consent Solicitation Statement/Prospectus titled “Information About Desktop Metal—Legal Proceedings” beginning on page 142, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Price Range of Securities and Dividends

The market price of and dividends on Trine’s common equity, warrants and units and related stockholder matters is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the Section entitled “Price Range of Securities and Dividends” beginning on page 269 thereof and that information is incorporated herein by reference. In addition, the following table sets forth the high and low sales prices per share of Class A common stock, per public warrant and per unit as reported on the NYSE for the periods from May 2, 2019 through Closing.

The Company’s Class A common stock and warrants commenced trading on the NYSE under the symbols “DM” and “DM.WS,” respectively, on December 10, 2020, subject to ongoing review of the Company’s satisfaction of all listing criteria following the Business Combination, in lieu of the Class A common stock and warrants of Trine. Trine’s units ceased trading separately on the NYSE on December 10, 2020.

Holders of Record

As of the Closing and following the completion of the Transactions, including the redemption of public shares as described above and the consummation of the PIPE Investment, the Company had 226,704,981 shares of Class A common stock outstanding held of record by 209 holders and no shares of preferred stock outstanding. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.

Securities Authorized for Issuance Under Equity Compensation Plans

Reference is made to the disclosure described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Proposal No. 8—The Incentive Plan Proposal” beginning on page 97 thereof, which is incorporated herein by reference. As described below, the Desktop Metal, Inc. 2020 Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder, were approved by Trine’s stockholders at the Special Meeting.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this report relating to the issuance of the Company’s Class A common stock in connection with the Transactions, which is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The Company’s securities are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Description of Capital Stock” beginning on page 257 thereof and that information is incorporated herein by reference. As described below, the Company’s second amended and restated certificate of incorporation was approved by Trine’s stockholders at the Special Meeting and became effective as of the Closing.

Indemnification of Directors and Officers

The indemnification of our directors and officers is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Certain Relationships and Related Party Transactions—Director and Officer Indemnification” beginning on page 266 thereof and that information is incorporated herein by reference.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this report relating to the financial information of the Company, and to Exhibits 99.2, 99.3 and 99.4, all of which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Reference is made to the disclosure set forth under Item 4.01 of this report relating to the change in Trine’s certifying accountant, which is incorporated herein by reference.

At the Closing, the Company consummated the PIPE Investment. Additionally, the 7,503,750 shares of Trine’s Class B common stock held by the Sponsor automatically converted to shares of Class A Common Stock as of the Closing. The disclosure under Item 2.01 of this Report is incorporated into this Item 3.02 by reference.

The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference.

On December 9, 2020, the Audit Committee of the Board approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2020. Deloitte served as the independent registered public accounting firm of Legacy Desktop Metal prior to the Business Combination. Accordingly, Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by Deloitte as the Company’s independent registered public accounting firm.

Marcum’s report on the Company’s financial statements as of December 31, 2019 and 2018 and the related statements of operations, changes in shareholders’ equity and cash flows for the year ended December 31, 2019 and the period from September 26, 2018 (inception) through December 31, 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the period from September 26, 2018 (inception) through December 31, 2019 and the subsequent period through September 30, 2020, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the year period from September 26, 2018 (inception) to December 31, 2018, the year ended December 31, 2019 and the interim period through September 30, 2020, the Company did not consult Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in response to this Item 304(a) and, if not, stating the respects in which it does not agree. A letter from Marcum is attached as Exhibit 16.1 to this Current Report on Form 8-K.

The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.

The information set forth above in the sections titled “Directors and Officers,” “Executive Compensation,” “Certain Relationships and Related Transactions” and “Indemnification of Directors and Officers” in Item 2.01 to this report is incorporated herein by reference.

On December 9, 2020, in connection with the consummation of the Transactions, the Company amended its certificate of incorporation (the “Charter Amendment”) effective as of 12:01 A.M., amended and restated its certificate of incorporation, as amended, effective as of the Closing (as amended, the “A&R Charter”), and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.

Copies of the Charter Amendment, A&R Charter and the A&R Bylaws are attached as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 to this report, respectively, and are incorporated herein by reference.

The material terms of each of the A&R Charter and the A&R Bylaws and the general effect upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Consent Solicitation Statement/Prospectus under the sections titled “Proposal No. 2—The Charter Amendment Proposal,” “Proposal No. 3—The Charter Approval Proposal,” “Proposal No. 4—The Governance Proposal,” “Comparison of Stockholders’ Rights” and “Description of Capital Stock of the Post-Combination Company” beginning on pages 87, 88, 91, 240 and 257 of the Proxy Statement/Consent Solicitation Statement/Prospectus, respectively, which are incorporated herein by reference.

As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled “Proposal No. 1—The Business Combination Proposal” beginning on page 86 thereof, which is incorporated herein by reference.

On December 10, 2020, the parties issued a joint press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.1 hereto.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Legacy Desktop Metal for the years ended December 31, 2019 and 2018 are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-41 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Legacy Desktop Metal for the nine months ended September 30, 2020 and 2019 are filed as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2019 is included in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Unaudited Pro Forma Condenses Combined Financial Information” beginning on page 64 and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company for the nine months ended September 30, 2020 is filed as Exhibit 99.3 and is incorporated herein by reference.

(d) Exhibits.

* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.