11101 Address of principal executive offices) (Zip Code) ☐ ☒ ☒ Item 1. June 30, December 31, 2021 2020 (Unaudited) ASSETS Current assets Cash $ 241,416 $ 624,830 Prepaid expenses and other current assets 64,794 65,301 Total current assets 306,210 690,131 Cash and marketable securities held in Trust Account 139,188,838 139,158,500 TOTAL ASSETS $ 139,495,048 $ 139,848,631 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities – Accounts payable and accrued expenses $ 1,412,610 $ 209,732 Convertible promissory note – related party 1,350,000 500,000 Warrant liability 12,330,000 3,452,400 Total Liabilities 15,092,610 4,162,132 Commitments and Contingencies Ordinary shares subject to possible redemption, 13,800,000 and 13,068,649 shares at $10.00 redemption value at June 30, 2021 and December 31, 2020, respectively 138,000,000 130,686,490 Shareholders’ Equity Preference shares, $0.0001 par value; 2,000,000 shares authorized; 0 issued and outstanding — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,600,000 and 4,331,351 shares issued and outstanding (excluding 13,800,000 and 13,068,649 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively 360 433 Additional paid-in capital 0 6,909,687 Accumulated deficit (13,597,922) (1,910,111) Total Shareholders’ (Deficit) Equity (13,597,562) 5,000,009 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 139,495,048 $ 139,848,631 Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Operating and formation costs $ 1,399,263 $ 75,232 $ 1,586,799 $ 275,269 Loss from operations (1,399,263) (75,232) (1,586,799) (275,269) Other (expense) income: Interest earned on marketable securities held in Trust Account 6,389 129,744 30,338 676,375 Change in fair value of convertible promissory note – related party (850,000) — (850,000) — Change in fair value of warrant liability (10,069,500) (1,356,300) (8,877,600) (411,000) Other (expense) income, net (10,913,111) (1,226,556) (9,697,262) 265,375 Net loss $ (12,312,374) $ (1,301,788) $ (11,284,061) $ (9,894) Weighted average shares outstanding of redeemable ordinary shares 13,800,000 13,800,000 13,800,000 13,800,000 Basic and diluted net income per ordinary share, redeemable $ — $ 0.01 $ — $ 0.05 Weighted average shares outstanding of non-redeemable ordinary shares 3,600,000 3,600,000 3,600,000 3,600,000 Basic and diluted net loss per ordinary share, non-redeemable $ (3.42) $ (0.40) $ (3.14) $ (0.19) Additional Total Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Equity Balance - January 1, 2021 4,331,351 $ 433 $ 6,909,687 $ (1,910,111) $ 5,000,009 Change in value of ordinary shares subject to possible redemption (102,832) (11) (1,028,309) 0 (1,028,320) Net income 0 0 0 1,028,313 1,028,313 Balance – March 31, 2021 4,228,519 $ 422 $ 5,881,378 $ (881,798) $ 5,000,002 Change in value of ordinary shares subject to possible redemption (628,519) (62) (5,881,378) (403,750) (6,285,190) Net loss 0 0 0 (12,312,374) (12,312,374) Balance – June, 2021 3,600,000 $ 360 $ 0 $ (13,597,922) $ (13,597,562) Additional Total Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Equity Balance – January 1, 2020 4,178,231 $ 418 $ 5,378,502 $ (378,919) $ 5,000,001 Ordinary shares subject to redemption (129,189) (13) (1,291,877) 0 (1,291,890) Net income — — — 1,291,894 1,291,894 Balance – March 31, 2020 4,049,042 $ 405 $ 4,086,625 $ 912,975 $ 5,000,005 Change in value of ordinary shares subject to possible redemption 130,179 13 1,301,777 0 1,301,790 Net loss 0 0 0 (1,301,788) (1,301,788) Balance – June 30, 2020 4,179,221 $ 418 $ 5,388,402 $ (388,813) $ 5,000,007 Six Months Ended June 30, 2021 2020 Cash Flows from Operating Activities: Net loss $ (11,284,061) $ (9,894) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability 8,877,600 411,000 Interest earned on marketable securities held in Trust Account (30,338) (676,375) Change in fair value of convertible promissory note – related party 850,000 — Changes in operating assets and liabilities: Prepaid expenses and other current assets 507 (5,282) Accounts payable and accrued expenses 1,202,878 (49,350) Net cash used in operating activities $ (383,414) $ (329,901) Net Change in Cash (383,414) (329,901) Cash – Beginning 624,830 712,062 Cash – Ending $ 241,416 $ 382,161 Non-Cash Investing and Financing Activities: Change in value of ordinary shares subject to possible redemption $ 7,313,510 $ (9,900) forward-looking. Summary of Significant Accounting Policies and Principles of Consolidation the Merger. period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. sheets. The Company Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Redeemable ordinary shares Numerator: Earnings allocable to Redeemable Ordinary Shares Interest Income $ 6,389 $ 129,744 $ 30,338 $ 676,375 Net Earnings $ 6,389 $ 129,744 $ 30,338 $ 676,375 Denominator: Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted 13,800,000 13,800,000 13,800,000 13,800,000 Earnings/Basic and Diluted Redeemable Ordinary Shares $ — $ 0.01 $ — $ 0.05 Non-Redeemable Ordinary Shares Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (12,312,374) $ (1,301,788) $ (11,284,061) $ (9,894) Redeemable Net Earnings (6,389) (129,744) (30,338) (676,375) Non-Redeemable Net Income $ (12,318,763) $ (1,413,532) $ (11,314,399) $ (686,269) Denominator: Weighted Average Non-Redeemable Ordinary Shares Non-Redeemable Ordinary Shares, Basic and Diluted 3,600,000 3,600,000 3,600,000 3,600,000 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (3.42) $ (0.40) $ (3.14) $ (0.19) Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the 22,579,695 shares of common stock. Each share of Legacy Shapeways convertible preferred stock was converted into one share of Legacy Shapeways common stock. cash-based awards to employees, consultants, and Black-Scholes model. The represent Level 3 measurements. The following table presents information about the Company’s Gross Amortized Holding Held-To-Maturity Level Cost Gains Fair Value June 30, 2021 Liquid Treasury Money Market Fund 1 $ 139,188,838 $ 0 $ 139,188,838 December 31, 2020 U.S. Treasury Securities (Matured on 01/07/2021) (1) 1 $ 139,152,937 $ 2,063 $ 139,155,000 Fair value at Fair value at December 31, Liabilities: Warrant Liabilities Level June 30, 2021 2020 Warrant Liability 3 $ 12,330,000 $ 3,452,400 Convertible Promissory Notes – Related Party 3 1,350,000 500,000 Input June 30, 2021 December 31, 2020 Risk-free interest rate 0.80 % 0.28 % Dividend yield 0.00 % 0.00 % Implied volatility 40.04 % 15.4 % Exercise price $ 11.50 $ 11.50 Market Stock Price $ 10.00 $ 10.20 Private Placement Warrants Fair value as of December 31, 2020 $ 3,452,400 Change in valuation inputs or other assumptions 8,877,600 Fair value as of June 30, 2021 $ 12,330,000 Related Party Note. the Series E liquidation preference immediately prior to the closing of the Business Combination. We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the Controls and Procedures (b) Changes in Internal Control Over Financial Reporting Unregistered Sales of Equity Securities and Use of Proceeds Defaults upon Senior Securities Mine Safety Disclosures * ** Chief Financial OfficerWashington,(MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☒ quarterquarterly period ended JuneSeptember 30, 2021☐TRANSITION REPORT PURSUANT TO SECTION 13 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ Galileo Acquisition Corp.Cayman IslandsN/A
incorporation or organization)1049 Park Ave. 14ANew York, NY10028(Address of principal executive offices)(Zip Code)NY347) 517-1041Issuer’sRegistrant’s telephone number, including area code)classclass:registeredregistered:Units, each consisting of one ordinary share and one Redeemable WarrantGLEO.UThe New York ExchangeOrdinary Shares, par value $0.0001 per shareGLEOThe Redeemable
one Ordinary Share at an exercise priceshare of Common Stock for $11.50 per shareGLEOThe Checkissuerregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ (§232.405filer”,filer,” “accelerated filer”,filer,” “smaller reporting company”,company,” and “emerging growth company” in RuleLarge accelerated filer ☐Accelerated filer ☐ Non-accelerated filer ☒Smaller reporting company ☒ Emerging growth company ☒ 12b-212b2 of the Exchange Act). Yes ☒☐ No ☐August 12,November 10, 2021 17,400,000 ordinarythe registrant had 48,296,484 shares $0.0001 par value, issued andof common stock outstanding.GALILEO ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021PageItem 1. 1 2 3 45 56 1826 2235 2236 24242437 Item 1A. 37 Item 2. 2437 2437 2437 2437 2538 2638 GALILEO ACQUISITION CORP.CONDENSED CONSOLIDATED BALANCE SHEETSThe accompanying notes are an integral part of these condensed financial statements.1GALILEO ACQUISITION CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)The accompanying notes are an integral part of these unaudited condensed financial statements.2GALILEO ACQUISITION CORP.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY(Unaudited)FOR THREE AND SIX MONTHS ENDED JUNE 30, 2021FOR THREE AND SIX MONTHS ENDED JUNE 30, 2020The accompanying notes are an integral part of these unaudited condensed financial statements.3GALILEO ACQUISITION CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)The accompanying notes are an integral part of these unaudited condensed financial statements.4GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSGalileo 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.The Company has one subsidiary, Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Company incorporated in Delaware on October 2, 2020 (“Merger Sub”) (see Note 6).As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”“Report”), which is described below, identifying a target company for a Business Combination,including, without limitation, the section titled “Management’s Discussion and activities in connection with the proposed acquisitionAnalysis of Shapeways, Inc. (see Note 6). The Company generates non-operating income in the formFinancial Condition and Results 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 Offering 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.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).5GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)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.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”), 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.Company will have until October 22, 2021 to consummate the proposed business combination (the “Combination Period”). If the Company is unable to complete a business combination within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association. If the Company is forced to liquidate, the amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law”) will be treated as share premium which is distributable under the Companies Law provided that immediately following the dateforward-looking statements are based on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculatedinformation available as of the date that is two days prior toof this Report and on the distribution (including any accrued interest, net of taxes payable).In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, ifcurrent expectations, forecasts and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnityassumptions of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.6GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)Going ConcernIn connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 22, 2021 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needsmanagement of the Company, through one year from the issuanceinvolve a number of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidationjudgments, risks and subsequent dissolutionuncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amountsdate of assets or liabilities should the Company be required to liquidate after October 22, 2021. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, theresuch statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. The Company cautions you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. These risks and uncertainties include, but are not limited to, those factors described in the section titled “Risk Factors” in the final joint proxy statement/consent solicitation statement/prospectus filed by Galileo Acquisition Corp. with the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021 (the “Proxy Statement”) as well as elsewhere in this Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update 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 in the section titled “Risk Factors” in the Proxy Statement may not be exhaustive.willoperates may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if the Company’s results or operations, financial condition and liquidity, and developments in the industry in which it operates are consistent with the forward-looking statements contained in this Report, those results or developments may not be ableindicative of results or developments in subsequent periods. $ 90,108 $ 8,564 143 145 1,114 185 573 727 0 151 1,908 1,910 93,846 11,682 1,090 948 982 2,102 1,835 1,835 175 175 $ 97,928 $ 16,742 $ 1,168 $ 1,633 3,700 3,319 39 8,332 631 1,222 658 753 6,196 15,259 499 1,094 6,777 0 88 2,236 13,560 18,589 0 0 0 0 5 3 195,121 112,994 (110,442 ) (114,567 ) (316 ) (277 ) 84,368 (1,847 ) $ 97,928 $ 16,742 (1) $ 7,716 $ 8,107 $ 25,354 $ 23,028 4,055 4,406 13,271 13,030 3,661 3,701 12,083 9,998 4,366 2,461 10,513 8,075 1,673 1,516 4,099 4,289 33 37 100 113 6,072 4,014 14,712 12,477 (2,411 ) (313 ) (2,629 ) (2,479 ) 0 0 2,000 0 (126 ) (141 ) (407 ) (444 ) 5,088 0 5,088 0 1 0 1 0 0 4 1 7 0 0 0 (4 ) 4,963 (137 ) 6,683 (441 ) 2,552 (450 ) 4,054 (2,920 ) 0 0 (71 ) — 2,552 (450 ) 4,125 (2,920 ) (18,132 ) 0 (18,132 ) — (15,580 ) (450 ) (14,007 ) (2,920 ) $ 0.07 $ (0.01 ) $ 0.11 $ (0.08 ) $ 0.07 $ (0.01 ) $ 0.11 $ (0.08 ) $ (0.41 ) $ (0.01 ) $ (0.38 ) $ (0.08 ) $ (0.41 ) $ (0.01 ) $ (0.38 ) $ (0.08 ) 37,932,345 35,787,986 37,351,244 35,660,635 37,932,345 35,787,986 37,351,244 35,660,635 (22 ) 65 (39 ) 32 $ (15,602 ) $ (385 ) $ (14,046 ) $ (2,888 ) (1)
Capital
Deficit
Comprehensive
Loss
Stockholders’
Equity (Deficit) 22,579,695 $ 2 16,211,567 $ 2 $ 112,993 $ (114,567 ) $ (277 ) $ (1,847 ) (22,579,695 ) (2 ) 15,972,696 1 1 — — — 0 $ 0 32,184,263 $ 3 $ 112,994 $ (114,567 ) $ (277 ) $ (1,847 ) — — 35,895 — 16 — — 16 — — — — 174 — — 174 — — — — — 1,708 — 1,708 — — — — — (9 ) (9 ) 0 0 32,220,158 3 113,184 (112,859 ) (286 ) 42 — — 63,506 — 55 — — 55 — — 19,177 — 60 — — 60 — — — — 171 — — 171 — — — — — (135 ) — (135 ) — — — — — — (8 ) (8 ) 0 0 32,302,841 3 113,470 (112,994 ) (294 ) 185 — — 1,113,029 — 481 — — 481 — — 1,406,741 — 5,913 — — 5,913 — — 212,234 — — — — — — — 89,217 — — — — — — — (19,226 ) — (152 ) — — (152 ) — — 5,691,648 1 10,035 — — 10,036 — — 7,500,000 1 64,936 — — 64,937 — — — — 438 — — 438 — — — — — 2,552 — 2,552 — — — — — — (22 ) (22 ) 0 $ 0 48,296,484 $ 5 $ 195,121 $ (110,442 ) $ (316 ) $ 84,368
Capital
Deficit
Comprehensive
Loss
Stockholders’
Equity (Deficit) 22,579,695 $ 2 15,894,428 $ 2 $ 112,186 $ (111,399 ) $ (360 ) $ 431 (22,579,695 ) (2 ) 16,026,831 1 1 — — — 0 $ — 31,921,259 $ 3 $ 112,187 $ (111,399 ) $ (360 ) $ 431 — — 994 — — — — — — — — — 171 — — 171 — — — — — (1,435 ) — (1,435 ) — — — — — — (61 ) (61 ) 0 0 31,922,253 3 112,358 (112,834 ) (421 ) (894 ) — — 141,270 — 47 — — 47 — — — — 190 — — 190 — — — — — (1,035 ) — (1,035 ) — — — — — — 28 28 0 0 32,063,523 3 112,595 (113,869 ) (393 ) (1,664 ) — — 68,555 — 21 — — 21 — — — — 183 — — 183 — — — — — (450 ) — (450 ) — — — — — — 65 65 0 $ 0 32,132,078 $ 3 $ 112,799 $ (114,319 ) $ (328 ) $ (1,845 ) (1) $ 4,125 $ (2,920 ) 424 362 0 4 783 544 696 1,586 (2,000 ) 0 (5,088 ) 0 (924 ) (763 ) 173 (102 ) 83 337 0 50 (512 ) (775 ) 853 713 (762 ) (1,674 ) (101 ) 67 0 (283 ) (2,250 ) (2,854 ) (125 ) (23 ) (125 ) (23 ) 0 (18 ) 552 68 60 0 86,792 — (3,459 ) (851 ) 0 1,983 83,945 1,182 $ 81,570 $ (1,695 ) (28 ) 8 8,709 9,605 $ 90,251 $ 7,918 $ 88 $ 145 $ 441 $ 0 $ 5,913 $ 0 $ (152 ) $ 0 consummate any business combination“Shapeways Holdings, Inc.” (the “Company” and/or “Shapeways”).October 22, 2021.NOTESUMMARY OF SIGNIFICANT ACCOUNTING POLICIESinstructionsinstruction to FormThe accompanying These unaudited condensed consolidated interim financial statements should be read in conjunctionalong with the Company’s Amended Annual Report on Form 10-K/Afinal proxy statement/prospectus as filed with the SEC on May 26, 2021, which containsSeptember 7, 2021.audited“acquired” company for financial statements and notes thereto. The interim resultsreporting purposes. Accordingly, the Business Combination has been treated as the equivalent of Legacy Shapeways issuing stock for the three and six months ended June 30, 2021net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo are not necessarily indicativestated at historical cost, with no goodwill or other intangible assets recorded. There has been no accounting effect or change in the carrying amount of the results to be expected for the year ending December 31, 2021 or for any future interim periods. In addition, results or performance may varyassets and liabilities as a result of the Transaction involvingBusiness Combination.further described in Note 6 below. Important information is available in the Company’s registration statementaccounting acquirer based on Form S-4, filed with the SEC on June 9, 2021, as further amended and filed on Form S-4/A with the SEC on July 22, 2021.Emerging Growth CompanyThe Company is an “emerging growth company,” as defined in Section 2(a)evaluation of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),following facts and it may take advantage of certain exemptions from various reporting requirements that are applicablecircumstances with regard to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company as an emerging growth company, can adoptof the Closing:or revised standard at the time private companies adopt the new or revised standard. This may make comparisonboard of directors of the Company’s financial statementsCompany;7JUNE 30, 2021(Unaudited)with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible becausepotential differencesCompany will be the continued business of Legacy Shapeways. The business of the Company will continue to focus on Legacy Shapeways’ core offerings related to the facilitation of the sale, design and manufacturing of 3D printed items.accounting standards used. the reported amounts of revenues and expenses during the reporting period.Making estimates requires management to exercise significant judgment. It is at least reasonably possible that Actual results may differ from those estimates.estimate ofWorld Health Organization declared the effectoutbreak of a condition, situation or setnovel coronavirus circumstances that existed at the date of theissuance of these unaudited condensed consolidated financial statements which management considered in formulatingand is not aware of any specific events or circumstances that would require an update to its estimate, couldestimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, warrant liabilities and revenue recognition. These estimates may change in the near term due to one or more future events. Accordingly, the actualas new events occur and additional information becomes available. Actual results could differ significantlymaterially from thosethese estimates.Ordinary Shares SubjectPossible Redemptionaccountsmaintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insuredits ordinary shares subject to possible redemption in accordance with the guidanceCompany’s credit cards and security deposit for our facility in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subjectNetherlands. Accordingly, these balances contain restrictions as to mandatory redemptiontheir availability and usage and are classified as a liability instrumentrestricted cash in the condensed consolidated balance sheets. $ 90,108 $ 8,564 143 145 $ 90,251 $ 8,709 measured at fairgenerally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Conditionally redeemable ordinary shares (including ordinary sharesJudgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classifiedwere previously recognized 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 consideredrevenue and subsequently determined to be outsideuncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s controlaccounts receivable, an allowance for doubtful accounts was not deemed necessary at September 30, 2021 and subjectDecember 31, 2020.occurrencedetermine the cost of uncertain future events. Accordingly, at Juneeach 3D printed object using allocations for material, labor, machine time and overhead. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts. As of September 30, 2021 and December 31, 2020, 13,800,000the Company determined an allowance was not deemed necessary.13,068,649 ordinary sharesEquipment, net5 years 3 years 7 years ** ** possible redemptiona periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. temporary equity, outside ofshareholders’ equity section ofcorresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s condensed consolidated balance sheets, respectively.Cash and Cash Equivalentsconsiders all short-term investments withdoes not currently maintain any finance leaseoriginal maturityunderlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of threethe lease term. The Company does not recognize short term leases that have a term of twelve months or less when purchased to be cash equivalents.as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities.had cashuses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and cash equivalentsactual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease termof June 30, 2021 and December 31, 2020 of $241,416 and $624,830, respectively.Offering CostsOfferinga single lease component. As such, minimum lease payments include fixed payments forconsist of underwriting, legal, accounting,that are subject to fluctuation from period to period.expenses incurred througharrangements within the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $3,183,227 were charged to shareholders’ equity upon the completionscope of the Initial Public Offering. $4,078 of the offering costs were immediately expensed through the Statement of Operations in connection with the warrant liability.Warrant LiabilityThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”)718,The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment,Stock-based compensation expense is conductedmeasured at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.8GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each quarterly financial statement date thereafter. Changes ingrant, based on the estimated fair value of the warrants classified as liabilitiesaward, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized at the time that those conditions will be achieved. Forfeitures are recognized as a non-cash gain or loss on the statementsthey are incurred.operations.Income TaxesASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurementGalileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were 0 unrecognized tax benefits as of June 30, 2021 and December 31, 2020 and 0 amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.The Company may be subject to potential examination by foreign taxing authorities in 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 ShareNet income (loss) perone ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public OfferingGalileo and private placement to purchase an aggregate of 17,910,000 ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method.The Company’s statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.9GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):Note: As of June 30, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed the $250,000 coverage provided by the Federal Depository Insurance Corporation. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.Fair Value of Financial InstrumentsThe fair value of the Company’s assets and liabilities (excluding warrants), which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. The fair value of the private warrants, which are classified as liabilities, was estimated using a Binomial Lattice Model (see Note 9).Recent Accounting StandardsManagement does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.NOTE 3. INITIAL PUBLIC OFFERINGPursuant to the Initial Public Offering, the Company sold 13,800,000 Units,one warrant, at a purchase price of $10.00 per Unit, which 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.unit. Each Unit consists of 1 ordinary share and 1whole warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one ordinary share of (see Note 8)(the “Public Warrants”).10GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)NOTE 4. PRIVATE PLACEMENTInitial Public Offering, the Sponsorprivate sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, andInc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its designees purchasedright to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 4,110,000 Private500,000 Sponsor 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 1 ordinary share at an exercise price of $11.50 per share (see Note 8). The proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respectterms equivalents to the Private Warrants. underlying 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 other than 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.
September 30,
September 30, 18,410,000 0 18,410,000 0 3,510,405 0 3,510,405 0 $ 28,115 75,000 (16,323 ) Effect of Merger, net of redemption, transaction costs and advisory costs $ 86,792 $ 28,115 46 (11,865 ) (6,260 ) Effect of Merger, net of redemption, transaction costs and advisory costs $ 10,036 13,800,000 (11,018,352 ) 2,781,648 2,910,000 7,500,000 13,191,648 35,104,836 48,296,484 (1) Private WarrantsCompany has inventory risk before the specific good or service is transferred to a customer. As such, the Company is deemed the principal and shall recognize revenue on a gross basis for the price it charges to the shop owner for each product or service.
September 30,
September 30, $ 5,985 $ 5,994 $ 19,068 $ 16,827 1,663 2,091 6,062 6,060 68 22 224 141 $ 7,716 $ 8,107 $ 25,354 $ 23,028 $ 1,663 $ 2,091 $ 6,062 $ 6,060 6,053 6,016 19,292 16,968 $ 7,716 $ 8,107 $ 25,354 $ 23,028 $ 753 (25,354 ) 25,259 $ 658
2021
2020 $ 418 $ 521 40 36 115 170 $ 573 $ 727
2021
2020 $ 698 $ 646 259 259 950 975 1 30 $ 1,908 $ 1,910
2021
2020 $ 1,388 $ 1,430 5,631 5,193 49 50 2,477 2,520 9,545 9,193 (8,455 ) (8,245 ) $ 1,090 $ 948
2021
2020 $ 712 $ 947 757 876 — 612 306 477 450 — 441 — 300 313 734 94 $ 3,700 $ 3,319
September 30,
September 30, $ 144 $ 482 $ 696 $ 1,585 — — — 16 — — — 1 — — — 14 $ 144 $ 482 $ 696 $ 1,616
2021
2020 $ 982 $ 2,102 $ 982 $ 2,102 $ 631 $ 1,222 499 $ 1,094 $ 1,130 $ 2,316
September 30, $ 762 $ 1,754 — 1 — 18 — 4,025 $ 167 680 214 132 1 1,194 (64 ) $ 1,130
2021
2020 $ 127 $ 163 0 3,423 0 5,000 0 1,982 127 10,568 (39 ) (8,332 ) $ 88 $ 2,236 transferable, assignable or saleableconverted, at the written election of each holder of the Convertible Promissory Notes, into conversion shares on the date of such written election. The number of conversion shares to be issued upon conversion shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due on a Convertible Promissory Note to be converted on the date of the conversion by (ii) the Conversion Price. The conversion price is defined as the Discounted Conversion Price, which is 70% of the next equity price per share. The Convertible Promissory Notes are subordinated in right of payment to all indebtedness of the Company arising under the Term Loan. At inception, the terms of the notes gave rise to a contingent beneficial conversion feature.business combination, subjectpar value $0.0001. The holders ofcertain limited exceptions.NOTE 5. RELATED PARTY TRANSACTIONSFounder SharesIn August 2019,one vote per share on all matters submitted to the stockholders for their vote or approval and are entitled to receive dividends, as and if declared by the Board out of legally available funds.2,875,000 ordinary 255,917(the “Founder Shares”)of Legacy Shapeways common stock (Sponsor for an aggregate purchase pricecompletion of $25,000. On October 17, 2019, the Company effected a share dividendBusiness Combination, all outstanding shares of 0.2 of a share for each ordinary share in issue, resulting in the Sponsor holdingLegacy Shapeways Series3,450,000 Founder Shares.initial shareholders have agreed notwarrants had an exercise price of $2.5946 per share and were exercisable for ten years from the date of grant. On May 10, 2021, the 23,125 warrants were exercised for 23,125 shares of Seriestransfer, assign or sell anypurchase a total of 57,051 shares of Series D preferred stock of Legacy Shapeways. The warrants had an exercise price of $5.2584 per share and were exercisable for ten years from the Founder Shares (exceptdate of grant. Immediately prior 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 whichBusiness Combination, the closing57,051 warrants were exercised for 107,580 shares of Legacy Shapeways common stock.$12.50$18.00 per share, (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any acommencing 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%ordinary shares underlying such warrants at the time of redemption and for the entireFounder Shares, one year afterConversion Ratio, at an exercise price per share (rounded up to the completionnearest whole cent) equal to (A) the exercise price per share of a business combination, or earlier, such Legacy Shapewayseither case, if, subsequentthousands, except share and per share amounts)a business combination,the consummation of the Business Combination, divided by (B) 90% of the Conversion Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Shapeways option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.completesthrough the Closing, was granted a liquidation, merger, share exchange or other similar transactionright to receive an award of restricted stock units denominated in shares of common stock granted under the 2021 Plan (each, an “Earnout RSU”) equal to the product of (A) the number of shares of Legacy Shapeways common stock that were subject to the option immediately prior to Closing, multiplied by (B) ten percentresults in allthe service-based vesting conditions has been satisfied (taking into account any acceleration provisions) shall remain outstanding and eligible to vest upon achievement of the applicable RSU Performance Milestone. Any Earnout RSUs for which the service-based vested conditions has not been satisfied as of such termination of service (taking into account any acceleration provisions) shall be forfeited and cancelled without payment. If any RSU Performance Milestone fails to be satisfied by the end of the Earnout Period, then the Earnout RSUs corresponding to such RSU Performance Milestone shall be forfeited and cancelled without payment as of the end of the Earnout Period.shareholders havingCommon Stock under the right to exchange their ordinary shares for cash, securities2010 Plan at an average exercise price of $0.62 per share.property.Administrative Services Agreemententered intoaccounts for share-based payments pursuant to ASC 718,agreement, commencing on October 17, 2019 through the earlierassessment of the consummationgrant date fair value for stock options using the Black-Scholes option pricing model. The Company is a public company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a business combination orpublicly traded set of peer companies. Due to the Company’s liquidation, to pay Ampla Capital, LLC, an affiliatelack of historical exercise history, the expected term of the Company’s Chief Financial Officer a monthly feestock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.administrativeper share amounts)including office space, utilitieswill be provided. The assumptions used to estimate the fair value of stock options granted during the periods presented were as follows:
September 30, $ 0.17 $ 0.37 5.55 - 6.05 5.00 - 6.04 57.09% - 57.81 % 49.15% - 52.41 % 0.50% - 0.57 % 0.37% - 1.46 % 0 0 secretarial support. For the threeactivity:
Underlying
Options
Average Exercise
Price
Average
Remaining
Contractual
Term (in years) 8,247,340 $ 0.44 6.72 (1,967,440 ) 0 — 6,279,900 $ 0.58 6.64 29,420 0.36 9.82 (145,878 ) 0.43 — (35,895 ) 0.43 — 6,127,547 $ 0.58 6.53 0 0 — (39,309 ) 0.44 — (63,506 ) 0.45 — 6,024,732 $ 0.59 6.26 0 0 — (10,496 ) 0.40 — (1,113,029 ) 0.44 — 4,901,207 $ 0.62 6.80 4,833,059 $ 0.62 6.79 sixthe exercise price of the stock options. The weighted-average grant-date fair value per stock option granted during the nine months ended JuneSeptember 30, 2021 and 2020 respectively, the Company incurredwas $0.36 and paid $18,000 in fees for these services.Promissory Note — Related PartyThe Company’s Sponsor agreed$0.50, respectively. As of September 30, 2021, approximately $193 of unrecognized compensation expense related to loan the Company up to $300,000used forrecognized over the paymentweighted average period of costs related to the Initial Public Offering. The Promissory Note (“Promissory Note”) was non-interest bearing, unsecured and due on the earlier of March 31, 2020 or1.80 years.Initial Public Offering.Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The Promissory Note,purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the outstanding amount of $93,798, was repaid upon the consummationsuccess of the Initial Public OfferingCompany by purchasing Common Stock from the Company on October 22, 2019.favorable terms and to pay for such purchases through payroll deductions or other approved contributions. As of JuneSeptember 30, 2021, and December 31, 2020, 0 amounts895,721 shares of Common Stock are available for purchase under the Promissory Note were outstanding nor couldESPP. As of September 30, 2021,0 shares have been purchased under the promissory note be drawn upon.ESPP.11GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)Related Party LoansIn 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 0 proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2021, and December 31, 2020, respectively, there are 0 amounts outstanding.On December 14, 2020, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $500,000 (the “Convertible Note”). The Convertible Note is non-interest bearing and payable upon the date on which the Company consummates a business combination. If the Company does not consummate a business combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $500,000 of the Convertible Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants, if issued, will be identical to the Private Warrants. As of June 30, 2021 and December 31, 2020, the outstanding balance under the Convertible Note amounted to an aggregate of $500,000 and $500,000, respectively. As of June 30, 2021, the aggregate fair market value of the Convertible Note was $1,350,000 (see Note 9).NOTE 6. COMMITMENTS AND CONTINGENCIESRisksUncertaintiesManagement continuespertinent information available to evaluate the impact of the COVID-19 pandemic 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 determinablemanagement as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Registration RightsPursuant 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 majority of these securities are entitled to make up to 2 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 1 occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders will 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 AgreementPursuant to a letter agreement entered into on October 17, 2019 (the “Business Combination Marketing Agreement”), the Company engaged EarlyBirdCapital as an advisor to assist the Company in identifying potential target businesses for a business combination, holding meetings with its shareholders to discuss potential business combinations and target business’ attributes, introducing the Company to potential investors that may be interested in purchasing securities of the Company in connection with a business12GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)combination, assisting the Company in obtaining shareholder approval for a 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. At the Company’s sole discretion, up to approximately 25% of such amount may be paid 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. As of June 30, 2021, the above service had not been completed and accordingly, 0 amounts have been recorded in the accompanying condensed consolidated financial statements.Additionally, the Company will pay EarlyBirdCapital a cash fee equal 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).Placement Agent AgreementPursuant to a letter agreement dated February 23, 2021, the Company will pay Stifel Nicolaus & Company, Incorporated (“Stifel”) a placement agent fee for services provided by Stifel in connection with the placement of a private investment in a public equity transaction in connection with a business combination. Pursuant to the amended letter agreement, dated as of April 27, 2021 (the “Placement Agent Agreement”) entered into in connection with the proposed business combination with Shapeways (as defined in Note 6 below), upon consummation of the PIPE Investment referred to in Note 6, the Company will pay Stifel a placement fee equal to 4.0% of the gross proceeds to the Company from the PIPE Investment), excluding proceeds from investors in the PIPE Investment that were stockholders of Shapeways as of the date they entered into subscription agreements for the PIPE Investment and excluding proceeds from Stifel or any of its affiliates. In addition, the Company will reimburse Stifel for reasonable out-of-pocket expenses, not to exceed $25,000 in the aggregate, regardless of whether the PIPE Investment is consummated.Merger AgreementOn April 28, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Shapeways, Inc., a Delaware corporation (“Shapeways”), Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity as the representative of the shareholders of Galileo (other than the Shapeways security holders) from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Transaction”) (in such capacity, the “Purchaser Representative”), and Fortis Advisors LLC, in the capacity as the representative of the Shapeways security holders from and after the Closing of the Transaction (in such capacity, the “Seller Representative”).Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, the Company will continue out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”) and (ii) at the Closing of the Transaction, and following the Domestication and the PIPE Investment (defined below), Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity and wholly-owned subsidiary of the Company, and with each Shapeways stockholder receiving shares of the Company common stock at the Closing (as further described below). Simultaneously with entering into the Merger Agreement, the Company entered into Subscription Agreements (as defined below) with investors (“PIPE Investors”) to purchase a total of 7.5 million shares of the Company common stock in a private equity investment (“PIPE”) in the Company at $10.00 per share with aggregate gross proceeds to the Company of $75,000,000. The PIPE Investors include certain existing Shapeways stockholders and a strategic investor.The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of the Company and Shapeways; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing the Transaction; (iv) the Registration Statement having been declared effective by the SEC; (v) the satisfaction of the $5,000,001 minimum net tangible asset test by the Company; (vi) approval13GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)of the Company’s common stock for listing on NYSE; (vii) consummation of the Domestication; and (viii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement.Simultaneously with the execution of the Merger Agreement, the Company and Shapeways entered into subscription agreements (collectively, the “Subscription Agreements”) with PIPE Investors for an aggregate for 7,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “PIPE Shares”), at a price of $10.00 per share, for an aggregate of $75,000,000, in a private placement to be consummated simultaneously with the closing of the Transaction (the “PIPE Investment”). The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). In addition, Shapeways granted certain customary resale registration rights to the PIPE Investors in the Subscription Agreements.NOTE 7. SHAREHOLDERS’ EQUITYPreference 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 JuneSeptember 30, 2021 and December 31, 2020, there were 0 preference shares issued or outstanding.Ordinary Shares —2020. The Company is authorized to issue 200,000,000 ordinary shares with a parcarrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue approximated fair value as they are short term in nature. The fair value of $0.0001 per share. Holders ofwarrants issued for settlement and services are estimated based on the ordinary shares are entitled to 1 vote for each share. At June 30, 2021 and December 31, 2020, there were 3,600,000 and 4,331,351 ordinary shares issued and outstanding, excluding 13,800,000 and 13,068,649 ordinary shares subject to possible redemption, respectively. Company determined the ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per share of ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the PIPE financing and associated Subscription Agreements, it was concluded that the redemption value should include all shares of ordinary shares resulting in the ordinary shares subject to possible redemption being equal to $138,000,000. This resulted in a measurement adjustment to the initial carrying value of the ordinary shares subject to redemptionCompany’s debt and operating lease liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with the offset recorded to additional paid-in capitalsimilar maturities and accumulated deficit.NOTE 8. WARRANTSWarrants — 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:●in whole and not in part;●at a price of $0.01 per warrant;●at any time while the Public Warrants are exercisable;
collateral requirements.●upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder;14CONDENSEDTHE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)●if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and●if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.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“cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization of shares, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their exercise price or issuance of potential extension warrants in connection with an extension of the period of time for the Company to complete a Business Combination. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of a warrant will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional ordinary shares or equity-linked securities.Representative SharesIn 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. Recurring Basisaccountedfollows the guidance in ASC 820 for the Representative Shares as an offering cost of the Proposed Offering, with a corresponding credit to shareholders’ equity. The Company estimated theits financial assets and liabilities that areof Representative Shares to be $1,137 based upon the price of the Founder Shares issued to the Sponsor.at each reporting period, andholders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.15GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)NOTE 9. FAIR VALUE MEASUREMENTSTheestimated fair value of the Company’s financial assets andwarrant liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.At June 30, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $.33 and $5,563 in cash equivalents and $139,188,837.90 and $139,152,937 in U.S. Treasury Bills at amortized cost. During the six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.At June 30, 2021, there were 4,110,000 Private Placement Warrants outstanding that were measured at fair value. assets and liabilities that are measured at fair value on a recurring basis at JuneSeptember 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. value:
2021
2020 3 $ 6,777 $ 0 gross holding gainsPrivate Warrants and Sponsorheld-to-maturity securitiesthe warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. TreasuryJunezero.
2021
(September 29, 2021) $ 7.70 $ 8.54 $ 11.50 $ 11.50 5 years 5 years 34.8 % 43.9 % 1.0 % 1.0 % 0 % 0 % $ 1.47 $ 2.57
Liabilities $ 0 11,865 (5,088 ) $ 6,777 are1 customer accounted for approximately 55% and 32% of accounts receivable, respectively. NaN other customers represented more than 10% of outstanding accounts receivable as follows:(1)The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities16GALILEO ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2021(Unaudited)The Company recognizes transfers into and out of the fair value levels at the end of the reporting period. There were 0 transfers into or out of the levels during the six months ended June 30, 2021 or December 31, 2020.The Company established the initial fair value for the private warrants on October 22, 2019, the date of the Company’s Initial Public Offering, using a Binomial Lattice Model. The Company continues to classify the private warrants as Level 3 due to the use of unobservable inputs and continues to value the private warrants using a Binomial Lattice Model.The key inputs into the Binomial Lattice Model for the Private Placement Warrants were as follows at JuneSeptember 30, 2021 and December 31, 2020:On June2020.Private Placement Warrants were determinedRelated Party Note was amended to extend the maturity date such that the remainder of the principal and accrued interest be $3due and $0.84 and per warrant, respectively,payable on August 10, 2021. The Related Party Note was secured by the assets of the borrower. Immediately prior to the completion of the Business Combination, the Company entered into a stock repurchase agreement with the holder of the Related Party Note to which the Company repurchased 19,226 shares ofan aggregate valuesettlement of $12.3 million and $3.5 million, respectively.The following table presents the changes in the fair value of warrant liabilities:NOTE 10 — SUBSEQUENT EVENTSand transactions that occurred after the balance sheets date up tothrough November 15, 2021, which is the date that thethese condensed consolidated financial statements were issued. Based upon this review, the Company did not identify anyavailable to be issued, and has determined that no subsequent events that would have required adjustmentoccurred requiring recognition or disclosure in thethese condensed consolidated financial statements.17ITEMMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSReferences 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 StatementsThis 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingOperationsCompany’sfollowing discussion and analysis of financial position, business strategycondition and results of operations together with the accompanying unaudited condensed consolidated financial statements and the plansrelated notes to those statements of Shapeways included elsewhere in this Report and objectivesour Current Report relating to the Business Combination (as defined herein) on Form 8-K filed with the SEC on October 5, 2021. Some of management for future operations, arethe information contained in this discussion and analysis contains forward-looking statements. Wordsstatements that involve risks and uncertainties. As a result of many factors, such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A numberthose set forth in Item 1A. Risk Factors of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could causethis Report, actual results tomay differ materially from those anticipated in these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements please refer to the Risk Factors section of: (i) the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 26, 2021; and (ii) the Company’s registration statement on Form S-4, filed with the SEC on June 9, 2021, as further amended and filed on Form S-4/A with the SEC on July 22, 2021. The Company’s securities filings can be accessed on the EDGAR sectionare reasonable, we cannot guarantee future results, levels of the SEC’s website at www.sec.gov.activity, performance, or achievements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.OverviewWe are a blank check company incorporated 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:●may significantly reduce the equity interest of our shareholders;●may subordinate the rights of holders of ordinary shares if we issue preference shares with rights senior to those afforded to our ordinary shares;●will likely cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and●may adversely affect prevailing market prices for our securities.18Similarly, if we issue debt securities, it could result in:●default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;●acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and●our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.Results of OperationsWe have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to June 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, identifying a target company for an initial business combination and activities related to the acquisition of Shapeways and Transaction in connection therewith. We do not expect to generate any operating revenues until after the completion of our initial 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), as well as for due diligence expenses in connection with completing an initial Business Combination.For the three months ended June 30, 2021, we had a net loss of $12,312,374, which consists of operating costs of $1,399,263, change in fair value of promissory note of $850,000, change in fair value of warrant liabilities of $10,069,500, offset by interest income on marketable securities held in the Trust Account of $6,389.For the six months ended June 30, 2021, we had a net loss of $11,284,061, which consists of operating costs of $1,586,799, change in fair value of promissory note of $850,000, change in fair value of warrant liabilities of $8,877,600, offset by interest income on marketable securities held in the Trust Account of $30,338.For the three months ended June 30, 2020, we had a net loss of $1,301,788, which consists of operating costs of $75,232, change in fair value of warrant liabilities of $1,356,300, offset by interest income on marketable securities held in the Trust Account of $129,744.For the six months ended June 30, 2020, we had a net loss of $9,894, which consists of operating costs of $275,269, change in fair value of warrant liabilities of $;411,000, offset by interest income on marketable securities held in the Trust Account of $676,375.Liquidity and Capital ResourcesOn October 22, 2019, we consummated the Initial Public Offering of 13,800,000 Units, which included the full exercise by the underwriters 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 Warrants 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.For the six months ended June 30, 2021, cash used in operating activities was $383,414. Net loss of $11,284,061 was affected by interest earned on marketable securities held in the Trust Account of $30,338, a change in the fair value of warrant liabilities of $8,877,600, change in fair value of promissory note $850,000, and changes in operating assets and liabilities, which provided $1,203,385 of cash from operating activities.19For the six months ended June 30, 2020, cash used in operating activities was $329,901. Net loss of $9,894 was affected by interest earned on marketable securities held in the Trust Account of $676,375, a change in the fair value of warrant liabilities of $411,000, and changes in operating assets and liabilities, which used $54,632 of cash from operating activities.As of June 30, 2021, we had cash and marketable securities held in the Trust Account of $139,188,838. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. To the extent that our share capital is not used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.As of June 30, 2021, we had cash and cash equivalents of $241,416 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to structure, negotiate and complete a Business Combination and general corporate purposes and administrative and management activities related to our business.In order to fund working capital deficiencies or finance transaction costs 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 proceeds from our Trust Account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into warrants identical to the Private Warrants, at a price of $1.00 per warrant at the option of the lender.On December 14, 2020, we entered into the Convertible Note with our sponsor, pursuant to which, our sponsor agreed to loan us up to an aggregate principal amount of $500,000. The Convertible Note is non-interest bearing and payable upon the date on which an initial business combination is consummated. If we do not consummate an initial business combination, we may use a portionintend to update any of any funds held outsidethese forward-looking statements after the trust accountdate hereof or to repayconform these statements to actual results or revised expectations. Unless otherwise indicated or the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $500,000 of the Convertible Note may be converted into warrants at a price of $1.00 per warrant at the option of our Sponsor. The warrants, if issued, will be identical to the Private Warrants. As of June 30, 2021 and December 31, 2020, the outstanding balance under the Convertible Note was $1,350,000 and $500,000, respectively.Going ConcernWe have until October 22, 2021 to consummate an initial business combination. It is uncertain that we will have sufficient liquidity to fund the working capital needs of the Company until the liquidation date. Additionally, it is uncertain that we will be able to consummate an initial business combination by this time. The Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of the financial statements includedcontext otherwise requires, references in this Quarterly Report. If an initial business combination is not consummatedsection to “Shapeways”, the “Company”, “we”, “us”, “our”, and other similar terms refer to Shapeways Holdings, Inc.this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after October 22, 2021.Off-Balance Sheet Financing ArrangementsWe have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2021. 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.Business CombinationOn April 28, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with, the Company consummated the previously announced business combination (the “Business Combination”) by and among our company (formerly known as Galileo Acquisition Corp. (“Galileo”)), Shapeways, Inc., a Delaware corporation (“Legacy Shapeways”), and Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-ownedwholly owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P.,pursuant to which Merger Sub was merged with and into Legacy Shapeways, with Legacy Shapeways surviving the merger (the “Merger”). As a Delaware limited partnership (the “Sponsor”), in the capacity as the representativeresult of the shareholdersMerger, and upon consummation of the Company (other than the Shapeways security holders) fromMerger and after the closing (the “Closing”) of theother transactions contemplated by the Merger Agreement, (collectively, the “Transaction”) (in such capacity, the20“Purchaser Representative”), and Fortis Advisors LLC, in the capacity as the representativeGalileo. Upon closing of the Business Combination, we changed our name to Shapeways security holders from and afterHoldings, Inc. Results of operations included within this Report pertaining to periods ending prior to the Closing of the Transaction (in suchBusiness Combination on September 29, 2021 are those of Legacy Shapeways.“Seller Representative”)design,Pursuant This phase of the software offering provides a limited ordering service for additive manufacturing capabilities fulfilled by Shapeways. Further phases of this software, which are expected to be rolled out over the next two years, will include expanded ordering capabilities and additional end to end functionality to digitize manufacturing processes. Shapeways intends to further commercialize its software as part of its goal to accelerate digital transformation across the manufacturing ecosystem. Shapeways believes its software can transform manufacturers globally by easing the digital transformation by traditional manufacturers, particularly small- toMerger Agreement,same period in 2020, management believes growth could have been higher if not for thetermssuccess of its investments in its offerings, on cost improvements as well as on its ability to efficiently and conditions set forth therein, (i) priorreliably introduce cost-effective digital manufacturing solutions for our customers.Closing,unaudited condensed consolidated financial statements included in this Report.will continue outpublicly launched a limited version of the Cayman Islandssoftware to expand our customer base.intorelated services. Cost of revenue includes machine costs, material costs, rent costs, personnel costs, and other costs directly associated with manufacturing operations in Shapeways’ factories as well as amounts paid to its third-party contract manufacturers and suppliers. Shapeways’ cost of revenue also includes depreciation and amortization of equipment, cost of spare or replacement machine parts, machine service costs, shipping and handling costs, and some overhead costs. Shapeways expects cost of revenue to increase in absolute dollars in the Statefuture.re-domicileinvest in our software offering.becomeAdministrativeDelaware corporation (the “Domestication”)result of operating as a public company, including expenses necessary to comply with the rules and (ii) atregulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as increased expenses for insurance (including director and officer insurance), investor relations, and other administrative and professional services. In addition, Shapeways expects to incur additional costs as we hire additional personnel and enhance its infrastructure to support the anticipated growth of the business.Transaction, and following the Domestication and the PIPE Investment (defined below), Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity and wholly-owned subsidiary ofBusiness Combination, the Company repaid and with each Shapeways stockholder receiving shares of Company common stock atterminated the Closing (as further described below). Simultaneously with entering into the Merger Agreement, the Company entered into Subscription Agreements (as defined below) with investors (“PIPE Investors”)term loan in full. Immediately prior to purchase a total of 7.5 million shares of Company common stock in a private equity investment in the Company at $10.00 per share with aggregate gross proceeds to the Company of $75,000,000. The PIPE Investors include certain existing Shapeways stockholders and a strategic investor.The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of the Company and Shapeways; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing the Transaction; (iv) the registration statement having been declared effective by the SEC; (v) the satisfaction of the $5,000,001 minimum net tangible asset test by the Company; (vi) approval of the Company’s common stock for listing on NYSE; (vii) consummation of the Domestication; and (viii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement.Contractual ObligationsWe 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, the bridge loan was converted into shares of common stock of Legacy Shapeways.Company’s liquidation.We engaged EarlyBirdCapitalasset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, we record a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. $ 7,716 $ 8,107 $ (391 ) (5 ) % $ 4,055 $ 4,406 $ (351 ) (8 ) % advisorincrease in connection withaudit and other spending related to becoming a Business Combinationpublic company, and an increase in stock-based compensation due to assist usvesting acceleration of certain executives.locating target businesses, holding meetings withresearch and development expenses was primarily due to an increase in personnel cost. $ 25,354 $ 23,028 $ 2,326 10 % shareholderspricing algorithm and mix of technology offerings, resulting in this higher average price per product. $ 13,271 $ 13,030 $ 241 2 % discusspersonnel cost, marketing spend, advertising, office expense, and audit and other spending related to becoming a potential Business Combinationpublic company.target business’ attributes, introduce usnine months ended September 30, 2021 and 2020 were $4.1 million and $4.3 million, respectively, representing a decrease of $0.2 million, or 4%. The decrease in research and development expenses was primarily due to potential investors that are interesteda decrease in purchasing securities, assist usrent expense.obtaining shareholder approval forthe period following the closing of the Business Combination when the PPP loan is repaid. We had no debt forgiveness during the nine months ended September 30, 2020.assist us2020, respectively.press releasesoperational performance. Shapeways uses thispublic filingsfor internal planning and forecasting purposes. Shapeways believes that this $ 2,552 $ (450 ) $ 4,125 $ (2,920 ) — — (2,000 ) — 126 141 407 444 33 37 100 113 (5,088 ) — (5,088 ) — — — (71 ) — $ (2,377 ) $ (272 ) $ (2,527 ) $ (2,363 ) Business Combination. We will pay EarlyBirdCapitalfirst priority lien on all assets. Repayment terms included interest only payments for 12 months. Shapeways negotiated 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 payablethree-month principal payment deferment in the proposed Business Combination if it introduces ussecond quarter of 2020 due to the target business with which we complete a Business Combination; provided that the foregoing fee will not beprior 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’ compensationoff this term loan in connection with the Initial Public Offering pursuantclosing of the Business Combination.FINRA Rule 5110(c)(3)(B)(ii).connection withMay 2020, Shapeways received loan proceeds in the amount of approximately $2.0 million under the PPP. The PPP, established as part of the CARES Act, provided for loans to qualifying businesses. Although the PPP loan has been forgiven, Shapeways intends to repay the loan in its entirety in the period after the closing of the Business Combination.on Aprilwhich provided gross proceeds resulting from the Merger and PIPE Investment of approximately $28.1 million and $75.0 million, respectively, to Shapeways’ balance sheet, for a total of approximately $86.8 million in net proceeds after transaction costs.the Companywe entered into capital markets advisory agreementsa non-binding Memorandum of Understanding (“MOU”) with Craig Hallum Capital Group LLC (“Craig Hallum”) and with Needham & Company, LLC (“Needham”),Desktop Metal, pursuant to which Desktop Metal agreed to invest $20.0 million in the CompanyPIPE Investment. Upon consummation of this investment, we became obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. In conjunction with these obligations, we and Desktop Metal agreed to develop a strategic partnership. In November 2021, we paid $3.5 million to Desktop Metal for equipment received, andpaybe sufficient to meet its working capital needs for the twelve months following the issuance date of its unaudited condensed consolidated financial statements included within this Report. Its ability to transition to more profitable operations is dependent upon achieving a level of revenue adequate to support its evolving cost structure. If events or circumstances occur such that Shapeways does not meet its operating plan as expected, Shapeways will be required to reduce corporate overhead or other operating expenses, which could have an adverse impact on its ability to achieve intended business objectives or obtain additional financing. If Shapeways anticipates that its actual results will differ from its operating plan, Shapeways believes it will have sufficient capabilities to enact cost savings measures to preserve capital. There can be no assurance that Shapeways will be successful in implementing its business objectives, however, Shapeways believes that external sources of funding will be available in such circumstances.markets advisory feeexpenditures in respect of $600,000 (collectively,new digital manufacturing technologies. Additionally, Shapeways may engage in future acquisitions.“Capital Markets Advisory Fees”nine months ended September 30, 2021 and 2020
September 30, $ (2,250 ) $ (2,854 ) (125 ) (23 ) 83,945 1,182 $ 81,570 $ (1,695 ) of Craig Hallum and Needham at, and contingentperformance obligation. Significant judgment is required to determine the SSP for each distinct performance obligation in a contract.Closing. The Capital Markets Advisory Fees will constitute a portionsale of any products through the marketplace. Shapeways handles the financial transaction, manufacturing, distribution and customer service on behalf of the EBC Transaction Fee pursuantshop owners. Shapeways is responsible for billing the customer in this arrangement and transmitting the applicable fees to the shop owner. Shapeways assesses whether it is responsible forMarketing Agreement. Additionally, pursuantthe estimated fair value of Shapeways’ common shares has historically been determined by a third party appraisal. Subsequent to the termsBusiness Combination, Shapeways determines the fair value of the capital markets advisory agreement with Needham, atcommon stock based on the Closing,closing market price on the Company will reimburse Needham for reasonable out-of-pocket costsdate of grant. Shapeways uses the Black-Scholes option pricing model to estimate the fair value of options granted which requires the use of subjective assumptions that could materially impact the estimation of fair value and expenses notrelated compensation expense to exceed $10,000 (including feesbe recognized. One of these assumptions include the expected volatility of our stock price. Developing this assumption requires the use of judgment. Shapeways, both prior to and disbursements to legal counsel).Pursuant to a letter agreement dated February 23, 2021, as amended asafter the Merger, lacks historical and implied volatility information. Therefore, we estimate our expected stock volatility based on the historical volatility of April 27, 2021, the Company will pay Stifel Nicolaus & Company, Incorporated (“Stifel”), upon consummation of the PIPE Investment, a placement fee equal to 4.0% of the gross proceeds to the Companyrepresentative companies from the PIPE Investment, excluding proceeds from PIPE Investorsadditive manufacturing industry. Shapeways uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment as Shapeways does not have sufficient historical stock option activity data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees andwere stockholders of Shapeways has never paid and are not expected to pay cash dividends. The risk-free interest rate used for each grant is an interpolated rate to match the term assumption based on the U.S. Treasury yield curve as of the date they entered into subscription agreements for the PIPE Investment and excluding proceeds from Stifel or any of its affiliates.valuation date.21In addition, the Company will reimburse Stifel for reasonable out-of-pocket expenses, not to exceed $25,000 in the aggregate, regardless of whether the PIPE Investment is consummated.Critical Accounting PoliciesThe preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Warrant Liabilityprivate warrants issuedwarrant’s specific terms and applicable authoritative guidance in connection with our Initial Public Offering in accordance with the guidance contained inFASB’s ASC 815-40 under which480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants do notare freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.treatment and mustclassification, the warrants are required to be recorded as liabilities. Accordingly, we classifya component of additionalprivatetime of issuance. For issued or modified warrants as liabilitiesthat do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and adjusteach balance sheet date thereafter. Changes in the private warrants toestimated fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value isof the warrants are recognized in our statementas aprivate warrants wasPrivate Warrants and Sponsor Warrants were estimated using a Binomial Lattice Model.Ordinary Shares Subject to Possible RedemptionWe account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our condensed consolidated balance sheets.Net Income (Loss) Per Ordinary ShareWe 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.StandardsManagement does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on ourPronouncementsITEMQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAs Quantitative and Qualitative Disclosures About Market RiskJune 30, 2021,the Securities Exchange Act of 1934 we wereare not subjectrequired to any market or interest rate risk. Followingprovide the consummationinformation under this item.our Initial Public Offering, the net proceeds received into the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.ContentsITEMCONTROLS AND PROCEDURES procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or submittedpersons performing similar functions, to allow for timely decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated22and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Evaluation of Disclosure Controls and ProceduresDisclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Amendment, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), of the effectiveness of our disclosure controls and procedures as of June 30, 2021, pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2021, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective solely due to the Company’s restatement of its financial statements to reclassify the Company’s private warrants as liabilities (as described below in “Restatement of Previously Issued Financial Statements” and the Explanatory Note to the Company’s Annual Report on Form 10-K/A filed with the SEC on May 26, 2021).We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Restatement of Previously Issued Financial StatementsOn May 12, 2021, we revised our prior position on accounting for warrants and concluded that our previously issued annual financial statements for the years ended December 31, 2020 and December 31, 2019, and the financial statements for the quarters ending September 30, 2020, June 30, 2020, and March 31, 2020, as reported in the Company's Annual Reports on Form 10-Ks filed on March 25, 2021 and March 26, 2020 and in the Company’s Quarterly Reports on Form 10-Qs filed on November 6, 2020, August 10, 2020, and May 8, 2020, respectively, should no longer be relied upon due to changes required to reclassify the Company’s outstanding private warrants as liabilities.We recently filed an Amended Annual Report on Form 10-K/A (filed with the SEC on May 26, 2021) and amended our Annual Report on Form 10-K (originally filed with the SEC on March 26, 2021). most recently completed fiscal quarter ended on JuneSeptember 30, 2021, therewe completed the Business Combination with Galileo, and the internal controls of Shapeways, Inc. became our internal controls. We are engaged in the process of the design and implementation of our internal control over financial reporting (as defined in Rules other than as described herein in our internal control over financial reporting during the fiscal quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we enhanced the supervisory review of accounting procedures in this financial reporting area and expanded and improved our review process for complex securities and related accounting standards. As of June 30, 2021, the deficiency in our internal control over financial reporting has not been fully remediated.23PARTITEMRISK FACTORS.A number of Risk Factorsactual events, performance orour business, financial condition, results of operations and growth prospects to differ materially from the events, performance and results discussed in thethose indicated or suggested by forward-looking statements or otherwisemade in this Quarterly Report. For moreReport on Form 10-Q or presented elsewhere by management from time to time. There have been no material changes in the risk factors that appear in our Current Report on Form 8-K, other than those listed below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.identifying important factorsinvolves increasingly higher levels of uncertainty the further out the projection, estimate, target, or forecast extends from the date of preparation. The assumptions and estimates underlying the projected, expected, or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those anticipatedcontained in such projections, estimates, targets and forecasts. Our projections, estimates, targets and forecast should not be regarded as an indication that Shapeways or its representatives, considered or consider the forward-looking statements, please referfinancial projections, estimates, targets to the Risk Factors section of: (i) the Company’s amended Annual Report on Form 10-K/A for the year ending December 31, 2020 filed with the SEC on May 26, 2021; and (ii) the Company’s registration statement on Form S-4, filed with the SEC on June 9, 2021, as further amended and filed on Form S-4/A with the SEC on July 22, 2021.be a reliable prediction of future events.ITEMUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.ITEMDEFAULTS UPON SENIOR SECURITIES.ITEMMINE SAFETY DISCLOSURES.ITEMOTHER INFORMATION.None.24ITEMEXHIBITS.The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.herewith.herewithherewith.herewith25SIGNATURESreportReport to be signed on its behalf by the undersigned, thereunto duly authorized.Galileo Acquisition Corp.Dated: November 15, 2021 Date: August 12, 2021/s/ Luca GiacomettiJennifer Walsh Name:Luca GiacomettiTitle:Chief Executive Officer and Chairman(Principal Executive Officer)Date: August 12, 2021/s/ Alberto RecchiName:Alberto RecchiTitle:26