Exhibit 99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following selected financial data and discussion of our operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this 6-K. Our financial statements are prepared in in accordance with generally accepted accounting principles of the United States of America, or U.S. GAAP.

This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Item 3.D. Risk Factors” and elsewhere in the Company’s annual report in Form 20-F.

Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Nano Dimension” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd., or GIS, a United Kingdom corporation, Nano Dimension Technologies Ltd., or Nano Tech, an Israeli corporation, Essemtec AG, or Essemtec and Nano Dimension Swiss GmbH, or Nano Swiss, Swiss corporations,,, Nano Dimension USA Inc., or Nano USA, a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH, or Nano Germany and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd., or Nano Australia, an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation,, Desktop Metal Inc, or Desktop, a Delaware corporation (which is in bankruptcy proceedings), the subsidiaries of Desktop as listed in Exhibit 21.1 to the 10-K report filed by Desktop on March 15, 2024, Markforged Holding Corporation, or Markforged, a Delaware corporation, and the subsidiaries of Markforged as listed in Exhibit 21.1 to the 10-K report filed by Markforged on March 28, 2025.

References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekel. References to “Ordinary Shares” are to our Ordinary Shares, par value of NIS 5.00 per share.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in the financial statements and the notes thereto included elsewhere in this 6-K. may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

Readers are urged to carefully review and consider the various disclosures made throughout this 6-K which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this 6-K are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

We innovate and provide industrial manufacturing solutions for design-to-manufacturing of electronics and mechanical parts. These solutions are based on a combination of hardware, software, and materials science technologies. The solutions include industrial machinery, such as those for additive manufacturing, surface-mount technology, industrial inkjet printing, along with software for design, simulation, and manufacturing management, as well as materials or consumables that are used by the machinery. These solutions are used by industrial customers in aerospace & defense, automotive, electronics, medical, research and academia, along with government organizations.

We do this through innovating and providing industrial manufacturing solutions that are built around multi-disciplinary technology - combining hardware, software, and materials science.

As part of the re-assessment program initiated by our new management in January 2025, our business and operations are currently being refocused based on the following principles, which we believe will enable us to differentiate our business from our competitors:

As a result, we are focusing on products and services where there is innovative technology with a growth outlook that can deliver sustainable improvements in our financial results and to discontinue certain product groups that have failed to generate adequate returns on investment and that do not align with our long-term objectives.

Including Markforged, the Company has the following product groups:

These solutions are sold to industrial leaders and organizations, including: aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations

Our management has already resolved to discontinue the operations of certain of our product groups, as follows:

Adamtec, Formatec, and Formatec Holdings were declared bankrupt in April 2025. Additionally, in April 2025, the Advisory Board of J.A.M.E.S resolved to discontinue its operations.

We believe that additive manufacturing (AM), which is known to some as 3D printing, of electronics and precision applications are key to future growth in the manufacturing industry.

We have offices spanning across the United States, Germany, Israel, Japan, UK, Sweden, and Switzerland. These offices serve to broaden our customer engagement across regions and serve as focal points for advancing our strategic objectives. To date, some of our offices are those of a single product group, while others include teams representing more than one product group. Integrating these teams and offices is important to our ability to realize synergies in sales and marketing.

To date, we have generated revenues from the sale of our products and related services. In the fourth quarter of 2017 we began commercializing our products and our ability to generate significant revenues and achieve profitability depends on our ability to successfully complete the development of, and to continue to commercialize, our products, including consumables. As of December 31, 2024, we had an accumulated deficit of $677,665,00. Our financing activities are described below under “Liquidity and Capital Resources.”

A. Operating Results

Operating Expenses

Our current operating expenses consist of three main components – research and development expenses, sales and marketing expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist of payroll and related expenses, share-based payments expenses, rental fees and maintenance, subcontractors expenses, materials for R&D use, depreciation, and other related research and development expenses.

The following table discloses the breakdown of research and development expenses:

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Sales and Marketing Expenses

Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, share-based payments expenses, rental fees and maintenance, depreciation, as well as other related sales and marketing expenses.

The following table discloses the breakdown of sales and marketing expenses:

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General and Administrative Expenses

General and administrative expenses consist of payroll and related expenses, professional services, share-based payments expenses, rental fees and maintenance, travel expenses,office expenses, depreciation, as well as other general and administrative expenses.

The following table discloses the breakdown of general and administrative expenses:

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Comparison of the year ended December 31, 2024 to the year ended December 31, 2023

Results of Operations

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Revenues

Our revenues for the year ended December 31, 2024 amounted to $57,775,000, representing an increase of $1,461,000 or 3%, compared to $56,314,000 for the year ended December 31, 2023. The increase is attributed mostly to increased and more effective sales efforts.

Total Cost of Revenues

Our total cost of revenues for the year ended December 31, 2024 amounted to $32,886,000, representing an increase of $2,630,000 or 9%, compared to $30,256,000, for the year ended December 31, 2023. Total cost of revenues consists mainly of raw materials, materials and consumables in the amount of $20,315,000, payroll and related expenses in the amount of $9,118,000, other related costs (mainly depreciation and rental maintenance expenses) in the amount of $1,798,000 and write-down of inventories and amortization of technology in the amount of $1,655,000. The increase resulted primarily from the above-mentioned increase in revenues and an increase in the cost of revenues related to write-down of inventories following the discontinuation of Fabrica product lines.

Gross Profit

Our gross profit for the year ended December 31, 2024 amounted to $24,889,000, compared to a gross profit of $26,058,000 for the year ended December 31, 2023. The decrease resulted primarily from the increase in the write-down of inventories related to discontinued Fabrica product lines.

Research and Development Expenses

Our research and development expenses for the year ended December 31, 2024 amounted to $39,558,000, representing a decrease of $25,588,000, or 39%, compared to $65,146,000 for the year ended December 31, 2023. The decrease is mainly attributed to a decrease of $10,186,000 in payroll and related expenses, a decrease of $9,237,000 in materials for R&D use and subcontractors expenses, as well as a decrease of $4,218,000 in share-based payments expenses.

Sales and marketing Expenses

Our sales and marketing expenses for the year ended December 31, 2024 amounted to $27,657,000, a decrease of $6,601,000 or 19%, compared to $34,258,000 for the year ended December 31, 2023. The decrease is mainly attributed to a decrease of $3,491,000 in payroll and related expenses and a decrease of $3,242,000 in share-based payments expenses.

General and Administrative Expenses

Our general and administrative expenses amounted to $39,535,000 for the year ended December 31, 2024, a decrease of $16,438,000 or 29%, compared to $55,973,000 for the year ended December 31, 2023. The decrease is mainly attributed to a decrease of $18,013,000 in professional services, mainly from proxy contest and legal related expenses.

Other Expenses, Net

Our other expenses, net for the year ended December 31, 2024 amounted to $5,966,000 compared to other income, net of $1,627,000 for the year ended December 31, 2023. In 2024 the amount is mainly attributed to Desktop Metal and Markforged transaction related expenses. In 2023 the amount represents compensation from government authorities for damaged inventory, partially offset by reorganization costs incurred during the year.

Operating Loss

As a result of the foregoing, our operating loss for the year ended December 31, 2024 was $89,110,000 as compared to an operating loss of $127,692,000 for the year ended December 31, 2023, a decrease of $38,582,000 or 30%, mainly as a result of the reorganization plan executed by the Company in the fourth quarter of 2023 and other cost reduction efforts taken in 2024.

Finance Expenses and Income

Finance expenses and income mainly consist of bank interest, exchange rate differencesand bank fees.

We recognized net financial income of $41,905,000 for the year ended December 31, 2024, compared to net financial income of $47,217,000 for the year ended December 31, 2023, a decrease of $5,312,000 or 11%. The decrease is primarily attributed to a decrease of $3,331,000 in bank interest. In addition, in the year ended December 31, 2024, we had $485,000 foreign currency losses, compared to $1,722,000 foreign currency gains for the year ended December 31, 2023.

Total Loss

As a result of the foregoing, our total loss for the year ended December 31, 2024 was $99,858,000, compared to $57,075,000 for the year ended December 31, 2023, an increase of $42,783,000, or 75%. The increase is mainly attributed to the revaluation of our investment in Stratasys’ shares.

B. Liquidity and Capital Resources

Overview

Since our inception through December 31, 2024, we have funded our operations principally with $1,550,642,000 from issuance of Ordinary Shares, warrants and convertible notes. As of December 31, 2024, and following (i) the execution of a $166 million Repurchase Plans during 2023-2024; and (ii) the acquisition of the Stratasys shares, we held $317,169,000 in cash and cash equivalents along with an additional $440,790,000 in short-term unrestricted bank deposits.

The table below presents our cash flows:

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Operating Activities

Net cash used in operating activities of $18,908,000 during the year ended December 31, 2024 was primarily used for payment of payroll and related expenses, payments for materials and inventory, professional services, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks.

Net cash used in operating activities of $68,661,000 during the year ended December 31, 2023 was primarily used for payment of payroll and related expenses, payments for materials and inventory, rent, travel, professional services and other miscellaneous expenses, offset by interest received from banks.

Investing Activities

Net cash from investing activities of $97,246,000 during the year ended December 31, 2024 was primarily from change in our cash in bank deposits.

Net cash used in investing activities of $198,874,000 during the year ended December 31, 2023 was used for investments of our cash in bank deposits and fixed assets.

Financing Activities

Net cash used in financing activities of $69,743,000 in the year ended December 31, 2024 was mainly due to repurchase of our ADSs.

Net cash used in financing activities of $109,548,000 in the year ended December 31, 2023 mainly due to repurchase of our ADSs.

Share Repurchase

In February 2023, we announced that we would put into action our previously announced share repurchase plan, or the $100 million Repurchase Plan, allowing us to invest up to $100 million to repurchase our ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The $100 million Repurchase Plan was approved by the Israeli court in in August 2022 for a period of up to 12 months and was later extended by an additional two months. The $100 million Repurchase Plan expired on October 12, 2023, with $4,160,138 remaining, and thereafter no longer eligible for repurchases under such plan. All repurchases made in 2023 were made pursuant to the $100 million Repurchase Plan.

In August 2023, our board of directors authorized a repurchase plan, or the $200 million Repurchase Plan, allowing us to invest up to $200 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The Israeli court approved

the $200 million Repurchase Plan on October 17, 2023 for a twelve-month period. The $200 million Repurchase Plan expired on October 16, 2024, with $130,504,940 remaining, and thereafter no longer eligible for repurchases under such plan. All repurchases made in 2024 were made pursuant to the $200 million Repurchase Plan.

In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. As of the date hereof, Repurchase Plan has yet to go into effect.

See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” on our Form 20-F for the year ended December 31, 2024 for additional information.

Current Outlook

To date, we have not achieved profitability and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our Ordinary Shares, warrants and convertible notes. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes. Markforged, one of the companies that we recently acquired, and the results of which will be consolidated into our financials statements for 2025, also has a history of losses. Desktop Metal, a company we acquired in 2025 will also have its results for the period beginning with our acquisition of the company until Desktop Metal’s bankruptcy filing consolidated into our financial statements for 2025. Desktop metal also has a history of losses.

We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. Nevertheless, we believe that our current resources will be sufficient to meet our business needs for at least the next 12 months.

In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

Reconciliation of IFRS to U.S. GAAP

Our audited consolidated financial statements included in this Form 6-K are our first consolidated financial statements prepared in accordance with U.S. GAAP. The financial statements were presented in US GAAP from date of inception.

For all periods up to and including the fiscal year ending on December 31, 2024, the Company prepared its financial statements in accordance with United States generally accepted accounting principles. An explanation of the principal adjustments made in representing its IFRS financial statements, in order to comply with U.S. GAAP, is provided below.

The following tables present a reconciliation of the consolidated balance sheet as of December 31, 2024 and 2023 of IFRS compared to U.S. GAAP:

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The following tables present a reconciliation of the consolidated statement of profit or loss for the years ended of December 31, 2024, 2023 and 2022 of IFRS compared to U.S. GAAP:

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Notes to the main adjustments made in order to comply with U.S. GAAP:

Under IFRS, we recognized depreciation expenses of operating lease right of use assets and interest expenses on lease liabilities. Under U.S. GAAP we recognized a single lease cost, calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

Under IFRS, we recognized certain awards with graded vesting, for which only vesting condition is services as a separate share-based payment arrangement. However, under U.S. GAAP for this kind of awards with graded vesting schedules, the Company elects the straight-line recognition method for the entire award.

Under IFRS, we recognized a liability according to their fair value on the date of the grant’s receipt. The amount of the liability is reexamined each period, and any changes in the present value of the cash flows discounted at the original interest rate of the grant are recognized in profit or loss.

However, under U.S. GAAP, these grants are recognized at the time the Company is entitled to such grants based on the costs incurred or milestones achieved as provided by the relevant agreement and included as a deduction from research and development.