Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Amendment and Restatement of Certificate of Incorporation

On July 2, 2021, Xometry, Inc. (the "Company") filed an Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of its Class A common stock (the "IPO"). The Company's board of directors and stockholders previously approved the Restated Certificate to be effective immediately prior to the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

On July 2, 2021, the Company's Amended and Restated Bylaws (the "Restated Bylaws") became effective in connection with the closing of the IPO. The Company's board of directors and stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Please see the description of the Restated Certificate and the Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus the Company filed with the U.S. Securities and Exchange Commission on July 1, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-256769).

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.     Description

3.1         Amended and Restated Certificate of Incorporation of Xometry, Inc.

3.2         Amended and Restated Bylaws of Xometry, Inc.

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