Amendment: SEC Form 6-K/A filed by Nano Dimension Ltd.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: October 2024 (Report No. 3)

Commission file number: 001-37600

NANO DIMENSION LTD.

(Translation of registrant’s name into English)

2 Ilan Ramon

Ness Ziona 7403635 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

CONTENTS

Nano Dimension Ltd. (the “Registrant” or the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Report of Foreign Private Issuer on Form 6-K (the “Form 6-K”) as furnished with the Securities and Exchange Commission (“SEC”) on October 16, 2024. Following the furnishing of the Form 6-K regarding its 2024 annual general meeting of shareholders (the “Meeting”), scheduled to be held on December 6, 2024, the Company received a written request from Murchinson Ltd. representing Boothbay Absolute Return Strategies, LP, Boothbay Diversified Alpha Master Fund, LP, Nomis Bay Ltd. and BPY Limited (the “Proposing Shareholders”), shareholders of the Company and holders of the Company’s American Depositary Shares, holding an aggregate of approximately 7.1% of its voting rights, in which letter the Proposing Shareholders requested that the Company add certain items to the Meeting agenda.

In accordance with applicable Israeli law, the Company’s Board of Directors determined to include in the agenda of the Meeting certain items specified in the amended Notice of an Annual General Meeting of Shareholders and amended Proxy Statement, attached hereto as Exhibits 99.2 and 99.3, respectively.

Therefore, the Company is hereby amending the Form 6-K and replacing the previously published notice and proxy statement for the Meeting furnished therewith as Exhibits 99.2, 99.3 and 99.4 in their entirety. No changes were made to Exhibit 99.1 to the Form 6-K.

The Company hereby furnishes the following documents hereto as Exhibits 99.2, 99.3 and 99.4, respectively:

Only shareholders of record who hold Ordinary Shares, nominal value NIS 5.00 each, or American Depositary Shares representing Ordinary Shares, of the Registrant at the close of business on October 22, 2024, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.

This Amendment is incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. Nos. 333-255960, 333-233905, 333-251155, 333-252848, and 333-278368) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Markforged Holding Corporation (“Markforged”) intends to file with the SEC a proxy statement (the “Proxy Statement”). Markforged may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document that Markforged may file with the SEC. The definitive Proxy Statement (if and when available) will be mailed to shareholders of Markforged. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Proxy Statement (if and when available) and other documents containing important information about Markforged and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Registrant will be available free of charge on the Registrant’s website at https://investors.nano-di.com/sec-filings-1/default.aspx. 

Participants in the Solicitation

The Registrant, Markforged and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Registrant, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of Markforged, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Markforged’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024 and Markforged’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Registrant or Markforged using the sources indicated above.

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.

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