Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Tranfer of Listing.



On March 29, 2023, Fathom Digital Manufacturing Corporation (the "Company") was
notified by the New York Stock Exchange (the "NYSE") that the average closing
price of the Company's Class A common stock, par value $0.0001 per share (the
"Common Stock"), over the prior 30 consecutive trading day period was below
$1.00 per share, which is the minimum average closing price per share required
to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company
Manual ("Section 802.01C").
Under Section 802.01C, the Company has a period of six months following the
receipt of the notice to regain compliance with the minimum share price
requirement, or until the Company's next annual meeting of stockholders if
stockholder approval is required to cure the share price non-compliance, as
would be the case to effectuate a reverse stock split. The Company can regain
compliance at any time during the six-month cure period if on the last trading
day of any calendar month during the cure period, the Common Stock has (i) a
closing price of at least $1.00 per share and (ii) an average closing price of
at least $1.00 per share over the 30-trading day period ending on the last
trading day of such month.
As required by the NYSE, the Company intends to timely respond to the NYSE with
respect to its intent to cure the deficiency to regain compliance with the price
criteria.
The notice has no immediate impact on the listing of the Common Stock, which
will continue to be listed and traded on the NYSE during this period, subject to
the Company's compliance with the other continued listing requirements of the
NYSE. Failure to satisfy the conditions of the cure period or to maintain other
listing requirements could lead to a delisting.

Item 7.01. Regulation FD Disclosure

As required by Section 802.01C of the NYSE Listed Company Manual, the Company issued a press release on April 4, 2023, announcing that it had received the notice of noncompliance with the NYSE's continued listing standard. A copy of the press release is furnished herewith as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information contained in Item 2.02 of this Current Report and in Exhibit 99.1 is being furnished and shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-looking Statements Certain statements in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. Any statements that refer to or implicate future events are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Risks and uncertainties include the Company's ability to regain compliance with the continued listing criteria of the NYSE within the applicable cure period and continue to comply with applicable listing standards of the NYSE; and other factors set forth under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as well as Fathom's other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Item 9.01. Financial Statement and Exhibits





(d) Exhibits.
Exhibit
Number                                Description

99.1*       Press Release dated April 4, 2023
104       Cover Page Interactive Data FIle (formatted as inline XBRL document)

* Filed herewith.

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