Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above at the beginning of this Amendment is incorporated into this Item 2.01 by reference.

The Restricted Shares were issued subject to vesting provisions relating to the filing by Fathom with the SEC of a Registration Statement on Form S-8, as set forth in Section 3.04 of the Business Combination Agreement, in addition to being subject to a six-month lock-up period from the date of the Closing of the Business Combination.

Security Ownership of Certain Beneficial Owners and Management

The beneficial ownership of shares presented in the Original Report excludes (i) the Earnout Shares and the Sponsor Earnout Shares, (ii) other than the Restricted Shares, shares underlying unvested awards granted under the 2021 Omnibus Plan and (iii) shares issuable upon the exercise of outstanding warrants.

Item 9.01. Financial Statements and Exhibits.

(b) Proforma financial information.

Certain pro forma financial information of Fathom is attached as Exhibit 99.1 to this Amendment and is incorporated herein by reference. The information included in the attached Exhibit 99.1 is identical to information contained in Exhibit 99.1 filed with the Original Report, except that the table at the top of page 16 of the attached Exhibit 99.1 has been revised to reflect that the Restricted Shares are subject to vesting requirements relating to the filing of a registration statement on Form S-8. Exhibit 99.1 attached to this Amendment replaces and supersedes Exhibit 99.1 attached to the Original Report.

(d) Exhibits.



Exhibit
Number     Description
99.1         Unaudited Pro Forma Condensed Combined Financial Statements of
           Fathom Digital Manufacturing Corporation for the year ended December
           31, 2020 and as of and for the nine months ended September 30,
           2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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