Washington,
(MARK ONE)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨TRANSITION REPORT PURSUANT TO SECTION 13 2023
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
_____to _____
(State or other jurisdiction of
| (I.R.S. Employer Identification No.) | |||||
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(347) 517-1041
Title of each | Trading Symbol(s) | Name of each exchange on which | ||||||||||||
Warrants, each whole warrant exercisable for one |
Check
Large accelerated filer | Accelerated filer | ||||||||||
Non-accelerated filer | x | Smaller reporting company | x | ||||||||
Emerging growth company | x |
GALILEO ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2020
GALILEO ACQUISITION CORP.
March 31, 2020 | December 31, 2019 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 453,512 | $ | 712,062 | ||||
Prepaid expenses and other current assets | 175,678 | 129,666 | ||||||
Total current assets | 629,190 | 841,728 | ||||||
Cash and marketable securities held in Trust Account | 138,961,110 | 138,414,479 | ||||||
TOTAL ASSETS | $ | 139,590,300 | $ | 139,256,207 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities – Accrued expenses | $ | 53,215 | $ | 65,716 | ||||
Total Liabilities | 53,215 | 65,716 | ||||||
Commitments | ||||||||
Ordinary shares subject to possible redemption, 13,453,708 and 13,419,049 shares at $10.00 redemption value at March 31, 2020 and December 31, 2019, respectively | 134,537,080 | 134,190,490 | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,946,292 and 3,980,951 shares issued and outstanding (excluding 13,453,708 and 13,419,049 shares subject to possible redemption) at March 31, 2020 and December 31, 2019, respectively | 395 | 398 | ||||||
Additional paid-in capital | 4,411,357 | 4,757,944 | ||||||
Retained earnings | 588,253 | 241,659 | ||||||
Total Shareholders’ Equity | 5,000,005 | 5,000,001 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 139,590,300 | $ | 139,256,207 |
The accompanying notes are an integral partTable of these unaudited condensed financial statements.
GALILEO ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2020
(Unaudited)
General and administrative costs | $ | 200,037 | ||
Loss from operations | (200,037 | ) | ||
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 546,631 | |||
Net income | $ | 346,594 | ||
Weighted average shares outstanding of redeemable ordinary shares | 13,800,000 | |||
Basic and diluted net income per ordinary share, redeemable | $ | 0.04 | ||
Weighted average shares outstanding of non-redeemable ordinary shares | 3,600,000 | |||
Basic and diluted net loss per ordinary share, non-redeemable | $ | (0.06 | ) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
GALILEO ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
THREE MONTHS ENDED MARCH 31, 2020
(Unaudited)
Additional | Total | |||||||||||||||||||
Ordinary Shares | Paid-in | Retained | Shareholders’ | |||||||||||||||||
Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
Balance – January 1, 2020 | 3,980,951 | $ | 398 | $ | 4,757,944 | $ | 241,659 | $ | 5,000,001 | |||||||||||
Change in value of ordinary shares subject to possible redemption | (34,659 | ) | (3 | ) | (346,587 | ) | — | (346,590 | ) | |||||||||||
Net income | — | — | — | 346,594 | 346,594 | |||||||||||||||
Balance – March 31, 2020 | 3,946,292 | $ | 395 | $ | 4,411,357 | $ | 588,253 | $ | 5,000,005 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
GALILEO ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2020
(Unaudited)
Cash Flows from Operating Activities: | ||||
Net income | $ | 346,594 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (546,631 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (46,012 | ) | ||
Accrued expenses | (12,501 | ) | ||
Net cash used in operating activities | (258,550 | ) | ||
Net Change in Cash and cash equivalents | (258,550 | ) | ||
Cash and cash equivalents – Beginning of period | 712,062 | |||
Cash and cash equivalents – End of period | $ | 453,512 | ||
Non-Cash investing and financing activities: | ||||
Change in value of ordinary shares subject to possible redemption | $ | 346,590 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Galileo Acquisition Corp.This Quarterly Report on Form 10-Q (the “Company”) is a blank check company incorporated in the Cayman Islands on July 30, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.
As of March 31, 2020, the Company had not yet commenced any operations. All activity through March 31, 2020 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”“Report”), which is described below,including, without limitation, the section titled “Management’s Discussion and identifying a target company for a Business Combination. The Company generates non-operating income in the formAnalysis of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on October 17, 2019. On October 22, 2019, the Company consummated the Initial Public OfferingFinancial Condition and Results of 13,800,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), whichOperations,” includes the full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,110,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Galileo Founders Holdings, L.P. (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $4,110,000, which is described in Note 4.
Transaction costs amounted to $3,187,305, consisting of $2,760,000 of underwriting fees and $427,305 of other offering costs. In addition, at March 31, 2020, cash of $453,512 was held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the Initial Public Offering on October 22, 2019, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities,forward-looking statements within the meaning set forth inof Section 2(a)(16) of the Investment Company Act, with a maturity of approximately six months, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules27A of the Securities Act of 1933, as amended (the “Securities Act”) and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3)21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in or incorporated by reference in this Report, regarding the future financial performance of Shapeways Holdings, Inc. (the “Company,” “Shapeways,” “we,” “us” or “our”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares.
The Sponsor and the other initial shareholders (collectively, the “initial shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination; (b) not to propose, or vote in favor of, an amendment toas well as the Company’s Amendedstrategy, future operations, future operating results, financial position, estimated revenues and Restated Memorandumlosses, projected costs, prospects, plans and Articlesobjectives of Association with respect tomanagement are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the Company’s pre-Business Combination activities prior to the consummationabsence of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to convert any Founder Shares (as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business Combination if the Companythese words does not seek shareholder approval in connection therewith) ormean that a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights or pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combinationstatement is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.
forward-looking.
In orderour assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to protect the amounts heldupdate or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under Part II, Item 1A: “Risk Factors” may not be exhaustive.
March 31, 2023 | December 31, 2022 | ||||||||||
(Unaudited) | |||||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 12,817 | $ | 30,630 | |||||||
Restricted cash | 140 | 139 | |||||||||
Short-term investments | 19,733 | 9,816 | |||||||||
Accounts receivable | 2,250 | 1,606 | |||||||||
Inventory | 1,406 | 1,307 | |||||||||
Prepaid expenses and other current assets | 6,562 | 6,255 | |||||||||
Total current assets | 42,908 | 49,753 | |||||||||
Property and equipment, net | 16,492 | 15,627 | |||||||||
Operating lease, right-of-use assets, net | 2,159 | 2,365 | |||||||||
Goodwill | 6,286 | 6,286 | |||||||||
Intangible assets, net | 5,209 | 5,398 | |||||||||
Security deposits | 99 | 99 | |||||||||
Total assets | $ | 73,153 | $ | 79,528 | |||||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | 1,505 | $ | 2,354 | |||||||
Accrued expenses and other liabilities | 6,296 | 5,950 | |||||||||
Operating lease liabilities, current | 708 | 719 | |||||||||
Finance lease liability, current | 49 | — | |||||||||
Other financing obligations, current | 37 | — | |||||||||
Deferred revenue | 1,061 | 972 | |||||||||
Total current liabilities | 9,656 | 9,995 | |||||||||
Operating lease liabilities, net of current portion | 1,534 | 1,715 | |||||||||
Deferred tax liabilities, net | 45 | 27 | |||||||||
Finance lease liability, noncurrent | 227 | — | |||||||||
Other financing obligations | 459 | — | |||||||||
Total liabilities | 11,921 | 11,737 | |||||||||
Commitments and contingencies | |||||||||||
Stockholders’ equity | |||||||||||
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; none issued or outstanding as of March 31, 2023 and December 31, 2022) | — | — | |||||||||
Common stock ($0.0001 par value; 120,000,000 shares authorized; 49,609,167 and 49,445,174 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | 5 | 5 | |||||||||
Additional paid-in capital | 202,167 | 201,362 | |||||||||
Accumulated deficit | (140,435) | (133,032) | |||||||||
Accumulated other comprehensive loss | (505) | (544) | |||||||||
Total stockholders’ equity | 61,232 | 67,791 | |||||||||
Total liabilities and stockholders’ equity | $ | 73,153 | $ | 79,528 |
Three Months Ended March 31, | |||||||||||||||||||||||
2023 | 2022 | ||||||||||||||||||||||
Revenue, net | $ | 8,199 | $ | 7,570 | |||||||||||||||||||
Cost of revenue | 4,917 | 4,161 | |||||||||||||||||||||
Gross profit | 3,282 | 3,409 | |||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
Selling, general and administrative | 8,481 | 6,145 | |||||||||||||||||||||
Research and development | 2,526 | 2,065 | |||||||||||||||||||||
Total operating expenses | 11,007 | 8,210 | |||||||||||||||||||||
Loss from operations | (7,725) | (4,801) | |||||||||||||||||||||
Other income (expense) | |||||||||||||||||||||||
Interest income | 319 | 1 | |||||||||||||||||||||
Interest expense | (21) | — | |||||||||||||||||||||
Other income | 114 | 1 | |||||||||||||||||||||
Loss on disposal of assets | (72) | — | |||||||||||||||||||||
Change in fair value of warrant liabilities | — | 762 | |||||||||||||||||||||
Total other income (expense), net | 340 | 764 | |||||||||||||||||||||
Loss before income tax expense | (7,385) | (4,037) | |||||||||||||||||||||
Income tax expense | 18 | — | |||||||||||||||||||||
Net loss | (7,403) | (4,037) | |||||||||||||||||||||
Net loss per share: | |||||||||||||||||||||||
Basic | $ | (0.14) | $ | (0.08) | |||||||||||||||||||
Diluted | $ | (0.14) | $ | (0.08) | |||||||||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic | 53,410,652 | 53,142,447 | |||||||||||||||||||||
Diluted | 53,410,652 | 53,142,447 | |||||||||||||||||||||
Other comprehensive income (loss) | |||||||||||||||||||||||
Foreign currency translation adjustment | 39 | (52) | |||||||||||||||||||||
Comprehensive loss | $ | (7,364) | $ | (4,089) |
Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2023 | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2023 | 49,445,174 | $ | 5 | $ | 201,362 | $ | (133,032) | $ | (544) | $ | 67,791 | |||||||||||||||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options | 164,052 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Cancellation of restricted stock | (59) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | 805 | — | — | 805 | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | (7,403) | — | (7,403) | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | 39 | 39 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2023 | 49,609,167 | $ | 5 | $ | 202,167 | $ | (140,435) | $ | (505) | $ | 61,232 | |||||||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2022 | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2022 | 48,627,739 | $ | 5 | $ | 198,179 | $ | (112,811) | $ | (369) | $ | 85,004 | |||||||||||||||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options | 217,967 | — | 99 | — | — | 99 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | 312 | — | — | 312 | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | (4,037) | — | (4,037) | ||||||||||||||||||||||||||||||||||||||||||||
Transfer of Private Warrants to Public Warrants | — | — | 382 | — | — | 382 | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | (52) | (52) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2022 | 48,845,706 | $ | 5 | $ | 198,972 | $ | (116,848) | $ | (421) | $ | 81,708 | |||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||
2023 | 2022 | ||||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | (7,403) | $ | (4,037) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 442 | 182 | |||||||||
Loss on disposal of assets | 72 | — | |||||||||
Stock-based compensation expense | 805 | 312 | |||||||||
Non-cash lease expense | 252 | 131 | |||||||||
Deferred income taxes | 18 | — | |||||||||
Net change in interest receivable on short-term investments | 37 | — | |||||||||
Change in fair value of warrant liabilities | — | (762) | |||||||||
Change in operating assets and liabilities: | |||||||||||
Accounts receivable | (643) | (134) | |||||||||
Inventory | (94) | 24 | |||||||||
Prepaid expenses and other assets | (473) | (2,567) | |||||||||
Accounts payable | (698) | (193) | |||||||||
Accrued expenses and other liabilities | 334 | 851 | |||||||||
Operating lease liabilities | (243) | (154) | |||||||||
Deferred revenue | 89 | (406) | |||||||||
Net cash used in operating activities | (7,505) | (6,753) | |||||||||
Cash flows from investing activities: | |||||||||||
Purchases of property and equipment | (1,032) | (8,258) | |||||||||
Purchase of short-term investments | (9,769) | — | |||||||||
Net cash used in investing activities | (10,801) | (8,258) | |||||||||
Cash flows from financing activities: | |||||||||||
Proceeds received from other finance obligations | 493 | — | |||||||||
Principal payments on finance leases | (8) | — | |||||||||
Payments on other finance obligations | (5) | — | |||||||||
Proceeds from issuance of common stock | — | 99 | |||||||||
Net cash provided by financing activities | 480 | 99 | |||||||||
Net change in cash and cash equivalents and restricted cash | (17,826) | (14,912) | |||||||||
Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash | 14 | (74) | |||||||||
Cash and cash equivalents and restricted cash at beginning of period | 30,769 | 79,819 | |||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 12,957 | $ | 64,833 | |||||||
Supplemental disclosure of cash and non-cash transactions: | |||||||||||
Cash paid for interest | $ | 21 | $ | — | |||||||
Purchase of property and equipment included in accounts payable | $ | 79 | $ | — | |||||||
NOTE
Summary of Significant Accounting Policies
Presentation and Principles of Consolidation
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
The accompanying These unaudited condensed consolidated interim financial statements should be read in conjunctionalong with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 26, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presentedincluded in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.
Emerging growth company
The Company is an “emerging growth company,”2022, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to complyfiled with the auditor attestation requirementsSEC on March 30, 2023 (the “Annual Report”).
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. Estimates
Use of estimates
The preparation ofunaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.
Making estimates requires management Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to exercise significant judgment. It is at least reasonably possible thatperiod are included as a component of other comprehensive loss within stockholders’ equity. Gains and losses from foreign currency transactions are included in net loss for the estimate of the effect of a condition, situation or set of circumstances that existedperiod.
Ordinary shares subject to possible redemption
less. The Company accounts formaintains its ordinary shares subject to possible redemption in accordance withdeposits at high quality financial institutions and monitors the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the controlcredit ratings of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2020 and December 31, 2019, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.
Cash and Cash Equivalents
those institutions. The Company considers all short-termhighly liquid investments with an original maturitymaturities of three months or less when purchased to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company hadhas not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets.
March 31, 2023 | March 31, 2022 | |||||||||||||
Cash and cash equivalents | $ | 12,817 | $ | 64,692 | ||||||||||
Restricted cash | 140 | 141 | ||||||||||||
$ | 12,957 | $ | 64,833 |
Asset Category | Depreciable Life | |||||||
Machinery and equipment | 5 to 10 years | |||||||
Computers and IT equipment | 3 to 10 years | |||||||
Furniture and fixtures | 7 to 10 years | |||||||
Vehicles | 10 years | |||||||
Leasehold improvements | ** |
** | Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Offering
Offering are expensed as incurred. For the three months ended March 31, 2023 and 2022, advertising costs consistwere $341 and $558, respectively. Advertising costs are included in selling, general and administrative expense on the condensed consolidated statements of underwriting, legal, accountingoperations and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $3,187,305 were charged to shareholders’ equity upon the completion of the Initial Public Offering.
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
Income taxes
Taxes
ASC Topic 740 prescribes a recognition threshold and a measurement attribute forfuture.
The Company may be subject to potential examination by foreign taxing authorities incommon stock outstanding during the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net income (loss) per ordinary share
Net income (loss)period. Basic net loss per share is computed by dividing net income (loss)loss by the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debt and convertible securities, using the if-converted method. During a loss period, the effect of the potential exercise of stock options and convertible debt are not considered in the diluted net loss per share calculation since the effect would be anti-dilutive. A reconciliation of net loss and number of shares used in computing basic and diluted net loss per share is as follows:
Three Months Ended March 31, | |||||||||||||||||||||||
2023 | 2022 | ||||||||||||||||||||||
Basic and Diluted net loss per share computation: | |||||||||||||||||||||||
Numerator for basic and diluted net loss per share: | |||||||||||||||||||||||
Net loss | $ | (7,403) | $ | (4,037) | |||||||||||||||||||
Denominator for basic and diluted net loss per share: | |||||||||||||||||||||||
Weighted average common shares - basic and diluted | 53,410,652 | 53,142,447 | |||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.14) | $ | (0.08) |
Three Months Ended March 31, | |||||||||||||||||||||||
2023 | 2022 | ||||||||||||||||||||||
Common stock warrants | 18,410,000 | 18,410,000 | |||||||||||||||||||||
Earnout Shares | 3,510,405 | 3,510,405 | |||||||||||||||||||||
Unvested RSUs | 6,253,772 | 3,268,105 |
March 31, 2023 | |||||||||||||||||||||||
Amortized Cost and Carrying Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value March 31, 2023 | ||||||||||||||||||||
Classified as Cash and cash equivalents | |||||||||||||||||||||||
U.S. Treasury Securities | $ | 4,962 | $ | 18 | $ | — | $ | 4,980 | |||||||||||||||
Classified as short-term investments | |||||||||||||||||||||||
U.S. Treasury Securities | $ | 19,733 | $ | 67 | $ | — | $ | 19,800 |
December 31, 2022 | |||||||||||||||||||||||
Amortized Cost and Carrying Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value December 31, 2022 | ||||||||||||||||||||
Classified as Cash and cash equivalents | |||||||||||||||||||||||
U.S. Treasury Securities | $ | 19,864 | $ | 73 | $ | — | $ | 19,937 | |||||||||||||||
Classified as short-term investments | |||||||||||||||||||||||
U.S. Treasury Securities | $ | 9,816 | $ | 33 | $ | — | $ | 9,849 |
Consideration | |||||
Cash consideration | $ | 8,890 | |||
Holdback consideration | 1,100 | ||||
Earnout consideration | 2,900 | ||||
Total consideration | $ | 12,890 |
The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemptionMakerOS, both completed in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of $546,631April 2022. Software revenue for the three months ended March 31,202031, 2023 reflects the April 2022 acquisition of MFG.
Three Months Ended March 31, | |||||||||||||||||||||||
2023 | 2022 | ||||||||||||||||||||||
Major products and service lines: | |||||||||||||||||||||||
Direct sales | $ | 6,052 | $ | 5,674 | |||||||||||||||||||
Marketplace sales | 1,488 | 1,825 | |||||||||||||||||||||
Software | 659 | 71 | |||||||||||||||||||||
Total revenue | $ | 8,199 | $ | 7,570 | |||||||||||||||||||
Timing of revenue recognition: | |||||||||||||||||||||||
Products transferred at a point in time | $ | 1,488 | $ | 1,825 | |||||||||||||||||||
Products and services transferred over time | 6,711 | 5,745 | |||||||||||||||||||||
Total revenue | $ | 8,199 | $ | 7,570 |
March 31, 2023 | December 31, 2022 | ||||||||||
Balance at beginning of the period | $ | 972 | $ | 921 | |||||||
Deferred revenue recognized during period | (8,199) | (33,157) | |||||||||
Additions to deferred revenue during period | 8,288 | 33,208 | |||||||||
Total deferred revenue | $ | 1,061 | $ | 972 |
March 31, 2023 | December 31, 2022 | ||||||||||
Raw materials | $ | 1,189 | $ | 849 | |||||||
Work-in-process | 91 | 209 | |||||||||
Finished goods | 126 | 249 | |||||||||
Total | $ | 1,406 | $ | 1,307 |
March 31, 2023 | December 31, 2022 | ||||||||||
Prepaid service expenses | $ | 3,203 | $ | 3,231 | |||||||
Prepaid expenses | 1,693 | 1,384 | |||||||||
VAT receivable | 1,116 | 990 | |||||||||
Prepaid insurance | 349 | 401 | |||||||||
Security deposits | 175 | 175 | |||||||||
Other current assets | 26 | 74 | |||||||||
Total | $ | 6,562 | $ | 6,255 |
March 31, 2023 | December 31, 2022 | ||||||||||
Machinery and equipment | $ | 10,850 | $ | 10,450 | |||||||
Computers and IT equipment | 1,144 | 1,138 | |||||||||
Leasehold improvements | 882 | 2,429 | |||||||||
Furniture and fixtures | 82 | 81 | |||||||||
Vehicles | 42 | 42 | |||||||||
Assets to be placed in service | 12,594 | 11,749 | |||||||||
Property and equipment | 25,594 | 25,889 | |||||||||
Less: Accumulated depreciation | (9,102) | (10,262) | |||||||||
Property and equipment, net | $ | 16,492 | $ | 15,627 |
Concentrationcarrying amount of credit risk
Financial instruments that potentially subject the Company to concentrationsgoodwill as of credit risk consist of a cash account in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. At March 31, 20202023 and December 31, 2019,2022 are as follows:
March 31, 2023 | December 31, 2022 | ||||||||||
Balance, beginning of period | $ | 6,286 | $ | 1,835 | |||||||
Acquired goodwill | — | 4,451 | |||||||||
Balance, end of period | $ | 6,286 | $ | 6,286 |
Gross carrying amount | Accumulated amortization | Intangible assets, net | Weighted average amortization period (in years) | ||||||||||||||||||||
Customer relationships | $ | 3,086 | $ | (283) | $ | 2,803 | 10 | ||||||||||||||||
Trade name | 987 | (91) | 896 | 10 | |||||||||||||||||||
Acquired software platform | 910 | (83) | 827 | 10 | |||||||||||||||||||
Customer lists | 190 | (58) | 132 | 3 | |||||||||||||||||||
Noncompete agreement | 52 | (24) | 28 | 2 | |||||||||||||||||||
Favorable operating lease | 699 | (160) | 539 | 4 | |||||||||||||||||||
Unfavorable operating lease | (21) | 5 | (16) | 4 | |||||||||||||||||||
Total intangible assets, net | $ | 5,903 | $ | (694) | $ | 5,209 |
Gross carrying amount | Accumulated amortization | Intangible assets, net | Weighted average amortization period (in years) | ||||||||||||||||||||
Customer relationships | $ | 3,086 | $ | (206) | $ | 2,880 | 10 | ||||||||||||||||
Trade name | 987 | (66) | 921 | 10 | |||||||||||||||||||
Acquired software platform | 910 | (61) | 849 | 10 | |||||||||||||||||||
Customer lists | 190 | (42) | 148 | 3 | |||||||||||||||||||
Noncompete agreement | 52 | (17) | 35 | 2 | |||||||||||||||||||
Favorable operating lease | 699 | (117) | 582 | 4 | |||||||||||||||||||
Unfavorable operating lease | (21) | 4 | (17) | 4 | |||||||||||||||||||
Total intangible assets, net | $ | 5,903 | $ | (505) | $ | 5,398 |
Amortization expense | |||||
Remainder of 2023 | $ | 568 | |||
2024 | 740 | ||||
2025 | 689 | ||||
2026 | 555 | ||||
2027 | 498 | ||||
Thereafter | 2,159 | ||||
Total | $ | 5,209 |
March 31, 2023 | December 31, 2022 | ||||||||||
Accrued compensation | $ | 1,534 | $ | 1,504 | |||||||
Earnout consideration | 1,076 | 1,076 | |||||||||
Holdback consideration | 800 | 1,100 | |||||||||
Accrued selling expenses | 670 | 487 | |||||||||
Taxes payable | 573 | 339 | |||||||||
Accrued acquisition of property and equipment | 79 | 225 | |||||||||
Other | 1,564 | 1,219 | |||||||||
Total | $ | 6,296 | $ | 5,950 |
Three Months Ended March 31, | |||||||||||||||||||||||
2023 | 2022 | ||||||||||||||||||||||
Operating lease expense | $ | 252 | $ | 142 | |||||||||||||||||||
Finance lease expense | 8 | — | |||||||||||||||||||||
Interest expense on finance lease liabilities | 4 | — | |||||||||||||||||||||
Total lease cost | $ | 264 | $ | 142 | |||||||||||||||||||
March 31, 2023 | December 31, 2022 | ||||||||||
Assets: | |||||||||||
Operating lease right-of-use assets, net | $ | 2,159 | $ | 2,365 | |||||||
Finance lease right-of-use assets, net | 275 | — | |||||||||
Total lease assets | $ | 2,434 | $ | 2,365 | |||||||
Liabilities: | |||||||||||
Current liabilities: | |||||||||||
Operating lease liabilities, current | $ | 708 | $ | 719 | |||||||
Finance lease liability, current | 49 | — | |||||||||
Non-current liabilities: | |||||||||||
Operating lease liabilities, net of current portion | 1,534 | 1,715 | |||||||||
Finance lease liability, net of current portion | 227 | — | |||||||||
Total lease liability | $ | 2,518 | $ | 2,434 |
Three Months Ended March 31, | |||||||||||
2023 | 2022 | ||||||||||
Operating cash flows from operating leases | $ | 243 | $ | 167 | |||||||
Financing cash flows from finance leases | 8 | — | |||||||||
Lease liabilities arising from obtaining right-of-use assets | 284 | — |
Operating Leases | Finance Leases | ||||||||||
Rest of 2023 | $ | 632 | $ | 52 | |||||||
2024 | 848 | 69 | |||||||||
2025 | 781 | 69 | |||||||||
2026 | 237 | 69 | |||||||||
2027 | — | 69 | |||||||||
Thereafter | — | 6 | |||||||||
Total minimum lease payments | 2,498 | 334 | |||||||||
Less effects of discounting | (256) | (58) | |||||||||
Present value of future minimum lease payments | $ | 2,242 | $ | 276 |
Fair value of financial instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts representedtime in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent accounting standards
Managementnormal course of business. While the results of such matters generally cannot be predicted with certainty, management does not believe thatexpect any recently issued, but not yet effective, accounting pronouncements, if currently adopted, wouldsuch matters to have a material adverse effect on the Company’s condensed consolidated financial statements.
GALILEO ACQUISITION CORP.
Finance Obligations | |||||
Rest of 2023 | $ | 101 | |||
2024 | 135 | ||||
2025 | 135 | ||||
2026 | 135 | ||||
2027 | 13 | ||||
Total payments | 519 | ||||
Less: imputed interest | (325) | ||||
Financing obligation at end of term | 302 | ||||
Total financing obligations | $ | 496 |
MARCH 31, 2020
(Unaudited)
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital and its designees purchased an aggregate of 4,110,000 Private Warrants at $1.00 per Private Warrant, for an aggregate purchase price of $4,110,000. The Sponsor purchased an aggregate of 3,562,000 Private Warrants and EarlyBirdCapital and its designees purchased an aggregate of 548,000 Private Warrants. Each Private Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7)(the "Public Warrants"). The proceeds fromPublic Warrants became exercisable 30 days after the Private Warrants were added toClosing Date, and expire five years after the proceeds from the Initial Public Offering held in the Trust Account. If theClosing Date or earlier upon redemption or liquidation.
The Private Warrants are identical tomay redeem the Public Warrants underlyingas follows: in whole and not in part; at a price of $0.01 per warrant; at any time while the Units sold in the Initial Public Offering, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders otherexercisable, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; if, and only if, the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. In addition, the Private Warrants may not be transferable, assignable or saleable until the consummation of a Business Combination, subject to certain limited exceptions.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In August 2019, the Company issued an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchasereported last sale price of $25,000. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,450,000 Founder Shares. The Founder Shares include an aggregate of up to 450,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares (as defined in Note 7)). As a result of the underwriters’ election to fully exercise their over-allotment option, 562,500 Founder Shares are no longer subject to forfeiture.
The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) with respect to 50% of the Founder Shares, the earlier of one year after the completion of a Business Combination and the date on which the closing price of the ordinary sharescommon stock equals or exceeds $12.50$18.00 per share, (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within anya 30-trading day period commencing afterending on the third business day prior to the notice of redemption to the warrant holders; and if, and only if, there is a Business Combination and (ii)current registration statement in effect with respect to the remaining 50%common stock underlying such warrants at the time of the Founder Shares, one year after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Promissory Note — Related Party
The Company’s Sponsor agreed to loan the Company up to $300,000 to be usedredemption and for the payment of costs relatedentire 30-day trading period referred to the Initial Public Offering. The Promissory Note was non-interest bearing, unsecuredabove and due on the earlier of March 31, 2020 or the closing of the Initial Public Offering. The Promissory Note, in the outstanding amount of $93,798, was repaid upon the consummation of the Initial Public Offering on October 22, 2019.
Administrative Services Agreement
The Company entered into an agreement, commencing on October 17, 2019 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay Ampla Capital, LLC, an affiliate of the Company’s Chief Financial Officer a monthly fee of approximately $3,000 for general and administrative services, including office space, utilities and secretarial support. For the three months ended March 31, 2020, the Company incurred and paid $9,000 in fees for these services.
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Initial Shareholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2020, no Working Capital Loans were outstanding.
NOTE 6. COMMITMENTS
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as ofcontinuing each day thereafter until the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration Rights
Pursuant to a registration rights agreement entered into on October 17, 2019, the holders of the Founder Shares, Private Warrants (and their underlying securities), Representative Shares (as a defined in Note 7) and any securities that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights. The holders of a majorityredemption. Certain of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be released from escrow. The holders of a majority of the Representative Shares, Private Warrants (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything herein to the contrary, EarlyBirdCapital and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders willconditions have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Business Combination Marketing Agreement
The Company engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in locating target businesses, holding meetings with its shareholders to discuss a potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with a Business Combination. The Company will pay EarlyBirdCapital a cash fee equal to 3.5% of the gross proceeds of the Initial Public Offering, or $4,830,000, for such services only upon the consummation of a Business Combination. Of such amount, up to approximately 25% may be paid (subject to the Company’s discretion) to third parties who are investment banks or financial advisory firms not participating in Initial Public Offering that assist the Company in consummating its Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. As of March 31, 2020, the above service had not been completed and accordingly, no amounts have been recorded in the accompanying condensed financial statements.
Additionally, the Company will pay EarlyBirdCapital a cash fee equalmet to 1.0% of the total consideration payable in the proposed Business Combination if it introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii).
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
NOTE 7. SHAREHOLDERS’ EQUITY
Preference Shares — The Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2020 and December 31, 2019, there were no preference shares issued or outstanding.
Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the ordinary shares are entitled to one vote for each share. At March 31, 2020 and December 31, 2019, there were 3,946,292 and 3,980,951 ordinary shares issued and outstanding, excluding 13,453,708 and 13,419,049 ordinary shares subject to possible redemption, respectively.
Warrants — The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company may redeem the Public Warrants:
Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
2010 Plan was 16,942,546 shares.
Shares Underlying Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Outstanding as of January 1, 2023 | 3,979,533 | $ | 0.65 | 5.67 | |||||||||||||||||||
Granted | — | $ | — | ||||||||||||||||||||
Forfeited | (18,252) | $ | 0.49 | ||||||||||||||||||||
Exercised | (250) | $ | 0.47 | ||||||||||||||||||||
Outstanding at March 31, 2023 | 3,961,031 | $ | 0.63 | 4.37 | $ | — | |||||||||||||||||
Exercisable at March 31, 2023 | 3,899,158 | $ | 0.65 | 4.34 | $ | — |
Restricted Stock Units | Weighted Average Grant Fair Value per Share | Aggregate Intrinsic Value | |||||||||||||||
Outstanding as of January 1, 2023 | 6,964,116 | $ | 1.51 | ||||||||||||||
Granted | 87,215 | $ | 0.57 | ||||||||||||||
Forfeited | (633,757) | $ | 0.94 | ||||||||||||||
Settled | (163,802) | $ | 3.18 | ||||||||||||||
Outstanding at March 31, 2023 | 6,253,772 | $ | 1.55 | $ | 2,146 | ||||||||||||
GALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
Representative Shares
In August 2019, the Company issued to the designees of EarlyBirdCapital 125,000 ordinary shares (the “Representative Shares”) for a nominal consideration. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each ordinary share in issue, resulting in EarlyBirdCapital holding an aggregate of 150,000 Representative Shares.
The Representative SharesESPP and thus
NOTE 8. FAIR VALUE MEASUREMENTS
At March 31, 2020, assets helddetermine such fair value:
Description | Level | March 31, 2023 | December 31, 2022 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Marketable securities - U.S Treasury Securities | 2 | $ | 24,695 | $ | 29,680 | |||||||||||||||
Liabilities: | ||||||||||||||||||||
Earnout liability | 3 | $ | 1,076 | $ | 1,076 |
At December 31, 2019, assets heldwhich such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants.
The gross holding losses and fair value of held-to-maturity securities atwarrant liabilities recognized for the three months ended March 31, 20202023. For the three months ended March 31, 2022, the Company recognized income resulting from a change in the fair value of warrant liabilities of $762.
Held-To-Maturity | Amortized Cost | Gross Holding Gains | Fair Value | |||||||||||
March 31, 2020 | U.S. Treasury Securities (Mature on 4/16/2020) | $ | 138,960,889 | $ | 91,939 | $ | 139,052,828 | |||||||
December 31, 2019 | U.S. Treasury Securities (Mature on 4/16/2020) | $ | 138,414,259 | $ | 26,719 | $ | 138,440,978 |
part of the Merger consideration (the “Earnout Shares”) subject to vesting and forfeiture conditions (the “Earnout Terms”) based upon the volume-weighted average trading price of common stock reaching targets of $14.00 and $16.00, respectively (with 50% released at each target) for a period of 30 consecutive trading days during the three-year period after the Closing, with the portion of such shares that would otherwise be deliverable to Legacy Shapeways stockholders at the Closing being withheld and deposited into escrow.
The fair value of theGALILEO ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
NOTE 9 — SUBSEQUENT EVENTS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Galileo Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Galileo Founders Holdings, L.P. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10-Q including statements in this “Management’s
Overview
We are a blank check company incorporatedadditional revenue we receive in the Cayman Islands on July 30, 2019 formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses.Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. However, we believe we are particularly well-positioned to capitalize on growing opportunities which are headquartered in Western Europe and are significantly export oriented towards the United States and with a clearly defined North American high growth strategy. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering, our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares in a Business Combination:
Similarly, if we issue debt securities, it could result in:
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to March 31, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),period, as well as gross margins and operating expenses. In addition, we are subject to price competition, and our ability to compete in key markets will depend on the success of our investments in our offerings, and on cost improvements as well as on our ability to efficiently and reliably introduce cost-effective digital manufacturing solutions for due diligence expensesour customers.
Formaterial impact on our future costs and thus a material adverse effect on our financial condition and results of operations in the future. Although we make efforts to minimize the impact of inflationary factors which may include raising prices to our customers in the future, a high rate of pricing volatility associated with raw materials used in our products may have an adverse effect on our operating results. We will continue to work closely with our suppliers and customers, leveraging our global capabilities and expertise to work through supply and other resulting issues.
Liquidity and Capital Resources
On October 22, 2019, we consummated the Initial Public Offering of 13,800,000 Units, which included the full exercise by the underwritersour revenue was designated as Direct Sales, respectively. This revenue is recognized upon shipment of the over-allotment option to purchase an additional 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,110,000 Private Warrantsmanufactured product to the Sponsor and EarlyBirdCapital, at a price of $1.00 per Private Warrant, generating gross proceeds of $4,110,000.
Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Warrants, a total of $138,000,000 was placed in the Trust Account. We incurred $3,187,305 in transaction costs, including $2,760,000 of underwriting fees and $427,305 of other offering costs.
Forcustomer. Additionally, Direct Sales for the three months ended March 31, 2020,2023 reflects the revenue from the acquisition of Linear AMS ("Linear") in May 2022.
Three Months Ended March 31, | Change | |||||||||||||||||||||||||
(Dollars in thousands) | 2023 | 2022 | $ | % | ||||||||||||||||||||||
Revenue | $ | 8,199 | $ | 7,570 | $ | 629 | 8 | % |
Three Months Ended March 31, | Change | |||||||||||||||||||||||||
(Dollars in thousands) | 2023 | 2022 | $ | % | ||||||||||||||||||||||
Cost of Revenue | $ | 4,917 | $ | 4,161 | $ | 756 | 18 | % |
Three Months Ended March 31, | Change | |||||||||||||||||||||||||
(Dollars in thousands) | 2023 | 2022 | $ | % | ||||||||||||||||||||||
Gross Profit | 3,282 | 3,409 | $ | (127) | (4) | % |
Three Months Ended March 31, | Change | |||||||||||||||||||||||||
2023 | 2022 | Points | % | |||||||||||||||||||||||
Gross Margin | 40 | % | 45 | % | (5) | (11) | % |
As ofthree months ended March 31, 2020, we had cash2022 was insignificant.
In order to fund working capital deficiencies or finance transaction costsassets in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceedsmove from our Trust Account would be usedpreviously leased facility in Long Island City, New York.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business priorthree months ended March 31, 2022.
Off-balance sheet financing arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
We have an agreement to pay an affiliate of our Chief Financial Officer a monthly fee of $3,000 for office space, utilities and secretarial and administrative support to the Company. We began incurring these fees on October 17, 2019 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.
We engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist us in locating target businesses, holding meetings with our shareholders to discuss a potential Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing securities, assist us in obtaining shareholder approval for the Business Combination and assist us with our press releases and public filings in connection with a Business Combination. We will pay EarlyBirdCapital a cash fee equal to 3.5% of the gross proceeds of the Initial Public Offering, or $4,830,000, for such services only upon the consummation of a Business Combination. Of such amount, up to approximately 25% may be paid (subject to our discretion) to third parties who are investment banks or financial advisory firms not participating in Initial Public Offering that assist us in consummating its Business Combination. The election to make such payments to third parties will be solely at the discretion of our management team, and such third parties will be selected by the management team in their sole and absolute discretion.
Additionally, we will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if it introduces us to the target business with which we complete a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii).
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformityaccordance with accounting principles generally accepted in the United States of America requires management(“U.S. GAAP”), we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating our operational performance. We use this non-GAAP financial information to make estimatesevaluate our ongoing operations and assumptionsfor internal planning and forecasting purposes. We believe that affect the reported amountsthis non-GAAP financial information, when reviewed collectively with our U.S. GAAP results, may be helpful to investors in assessing our operating performance.
Ordinary shares subject to possible redemption
We accountwill be unaffected by unusual or non-recurring items.
Three Months Ended March 31, | ||||||||||||||||||||||||||
(Dollars in thousands) | 2023 | 2022 | ||||||||||||||||||||||||
Net loss | $ | (7,403) | $ | (4,037) | ||||||||||||||||||||||
Interest expense, net | (298) | — | ||||||||||||||||||||||||
Depreciation and amortization | 442 | 182 | ||||||||||||||||||||||||
Stock based compensation | 805 | 312 | ||||||||||||||||||||||||
Change in fair value of warrant liabilities | — | (762) | ||||||||||||||||||||||||
Income tax expense | 18 | — | ||||||||||||||||||||||||
Restructuring costs | 212 | — | ||||||||||||||||||||||||
Other | (112) | 2 | ||||||||||||||||||||||||
Adjusted EBITDA | $ | (6,336) | $ | (4,303) |
Net income (loss) per ordinary share
We apply the two-class method in calculating earnings per share. Net income per ordinary share, basic and diluted for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance outstanding for the period. Net loss per ordinary share, basic and diluted for non-redeemable ordinary shares is calculated by dividing the net income (loss), less income attributable to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
inception. As of March 31, 2020,2023, we were nothad $12.8 million in cash and cash equivalents, $0.1 million in restricted cash and $19.7 million in marketable securities. We believe that our current cash and cash equivalents will be sufficient to meet our working capital needs for the twelve months following the issuance date of our unaudited condensed consolidated financial statements included within this Report.
Three Months Ended March 31, | ||||||||||||||
(Dollars in thousands) | 2023 | 2022 | ||||||||||||
Net cash used in operating activities | $ | (7,505) | $ | (6,753) | ||||||||||
Net cash used in investing activities | (10,801) | (8,258) | ||||||||||||
Net cash provided by financing activities | 480 | 99 | ||||||||||||
Net change in cash and cash equivalents and restricted cash | $ | (17,826) | $ | (14,912) |
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
During the most recently completed fiscal quarter, there
PART
laws of the countries where we do business. We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea, and the Crimea Region of Ukraine. In addition, our offerings are subject to export regulations that can involve significant compliance time and may add additional overhead cost to our offerings. In recent years, the U.S. government has had a renewed focus on
In December 2019,future or engage outside consultants, which will increase our operating expenses.
On October 22, 2019, we consummated our Initial Public Offeringbreach of 13,800,000, inclusive of 1,800,000 Units soldfiduciary duty, any action asserting a claim against us arising pursuant to the underwriters exercising their over-allotment option. The Units were sold atDGCL, our charter or bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. In addition, if an offering priceaction is brought outside of $10.00 per Unit, generating total gross proceedsDelaware, the stockholder bringing the suit will be deemed to have consented to service of $138,000,000. Each Unit consistedprocess on such stockholder’s counsel.
Simultaneously withenforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. While the consummationDelaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the Initial Public Offering, we consummatedexclusive-forum provisions, and there can be no assurance that such provisions will be enforced by a private placement of 4,110,000 Private Warrantscourt in those other jurisdictions. If a court were to our Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $4,110,000. Such securities were issued pursuant tofind the exemption from registrationexclusive-forum provision contained in Section 4(a)(2)our charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.
The Private Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Warrants are not transferable, assignable or salable until the completionand Use of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Of the gross proceeds received from the Initial Public Offering, the full exerciseProceeds
None.
Not applicable.
None.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |||||
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101.LAB | XBRL Taxonomy Extension | |||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURESreportReport to be signed on its behalf by the undersigned, thereunto duly authorized.Galileo Acquisition Corp.Shapeways Holdings, Inc. Date: May 8, 2020/s/ Luca GiacomettiDated: May 15, 2023 Name:Luca GiacomettiTitle:Chief Executive Officer and ChairmanAlberto Recchi(Principal Executive Officer)Date: May 8, 2020/s/ Alberto RecchiName:Alberto RecchiTitle:Chief Financial Officer (Principal Financial and Accounting Officer) 21