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

Xometry, Inc.

(Exact Name of Registrant as Specified in Its Charter)

(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 ☐

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2023, George Hornig notified the board of directors (the “Board”) of Xometry, Inc. (the “Company”) of his decision to retire and resign as a member of the Board, as Chair of the Board and as a member of the Audit, Compensation and ESG Committees of the Board, effective immediately.

Mr. Hornig’s decision to resign was due to his retirement plans and not the result of any disagreement between Mr. Hornig and the Company, its management, board of directors or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Hornig for his contributions to the Company.

On December 4, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Fabio Rosati as Chair of the Board, effective immediately. Additionally, on December 4, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Ranjana Clark as a member of the Audit Committee, effective immediately.

Item 7.01. Regulation FD Disclosure.

On December 4, 2023, Xometry, Inc. issued a press release announcing the appointment of Mr. Rosati as Chair of the Board. A copy of the press release is furnished as Exhibit 99.1 to this report.

As provided in General Instruction B.2 of Form 8-K, the information set forth under this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

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 thereunto duly authorized.