Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | SHAPEWAYS HOLDINGS, INC. | ||
Entity Central Index Key | 0001784851 | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Tax Identification Number | 87-2876494 | ||
Entity File Number | 001-39092 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 30-02 48th Avenue | ||
Entity Address, City or Town | Long Island City | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11101 | ||
City Area Code | 646 | ||
Local Phone Number | 979-9885 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 48,845,322 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, NY | ||
Entity Public Float | $ 138,138,000 | ||
Amendment Description | Shapeways Holdings, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, originally filed with the U.S. Securities and Exchange Commission on March 31, 2022, for the sole purpose of filing the required iXBRL reporting. | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share | ||
Trading Symbol | SHPW WS | ||
Security Exchange Name | NYSE | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | SHPW | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 79,677 | $ 8,564 |
Restricted cash | 142 | 145 |
Accounts receivable | 1,372 | 185 |
Inventory | 927 | 727 |
Promissory note due from related party | 0 | 151 |
Prepaid expenses and other current assets | 4,360 | 1,910 |
Total current assets | 86,478 | 11,682 |
Property and equipment, net | 4,388 | 948 |
Right-of-use assets, net | 842 | 2,102 |
Goodwill | 1,835 | 1,835 |
Security deposits | 175 | 175 |
Total assets | 93,718 | 16,742 |
Current liabilities | ||
Accounts payable | 1,909 | 1,633 |
Accrued expenses and other liabilities | 2,645 | 3,319 |
Current portion of long-term debt | 0 | 8,332 |
Operating lease liabilities, current | 639 | 1,222 |
Deferred revenue | 921 | 753 |
Total current liabilities | 6,114 | 15,259 |
Operating lease liabilities, net of current portion | 326 | 1,094 |
Warrant liabilities | 2,274 | 0 |
Long-term debt | 0 | 2,236 |
Total liabilities | 8,714 | 18,589 |
Commitments and Contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020, respectively) | 0 | 0 |
Common stock ($0.0001 par value; 120,000,000 shares authorized; 48,627,739 and 32,184,263 shares issued and outstanding as of December 31, 2021 and 2020, respectively) | 5 | 3 |
Additional paid-in capital | 198,179 | 112,994 |
Accumulated deficit | (112,811) | (114,567) |
Accumulated other comprehensive loss | (369) | (277) |
Total stockholders' equity (deficit) | 85,004 | (1,847) |
Total liabilities and stockholders' equity (deficit) | $ 93,718 | $ 16,742 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 48,627,739 | 32,184,263 |
Common stock, shares outstanding | 48,627,739 | 32,184,263 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, net | $ 33,623 | $ 31,775 |
Cost of revenue | 17,673 | 17,903 |
Gross profit | 15,950 | 13,872 |
Operating expenses | ||
Selling, general and administrative | 17,561 | 10,752 |
Research and development | 6,281 | 5,592 |
Amortization and depreciation | 133 | 149 |
Total operating expenses | 23,975 | 16,493 |
Loss from operations | (8,025) | (2,621) |
Other income (expense) | ||
Long-term debt forgiveness | 2,000 | 0 |
Change in fair value of warrant liabilities | 8,106 | 0 |
Interest expense | (404) | (582) |
Interest Income | 1 | 1 |
Other income | 7 | 9 |
Loss on disposal of assets | 0 | (4) |
Total other income (expense), net | 9,710 | (576) |
Income (loss) before income tax benefit | 1,685 | (3,197) |
Income tax benefit | (71) | (29) |
Net income (loss) | 1,756 | (3,168) |
Deemed dividend - Earnout Shares | (18,132) | 0 |
Net loss attributable to common stockholders | $ (16,376) | $ (3,168) |
Net income (loss) per share: | ||
Basic | $ 0.04 | $ (0.09) |
Diluted | 0.04 | (0.09) |
Net loss per share attributable to common stockholders: | ||
Basic | (0.40) | (0.09) |
Diluted | $ (0.40) | $ (0.09) |
Weighted Average Common Shares Outstanding [Abstract] | ||
Basic | 41,040,637 | 35,713,913 |
Diluted | 41,040,637 | 35,713,913 |
Other comprehensive (loss) income | ||
Foreign currency translation adjustment | $ (92) | $ 83 |
Comprehensive loss | $ (16,468) | $ (3,085) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series B1 Preferred Stock [Member] | Previously Reported [Member] | Preferred Stock | Preferred StockPreviously Reported [Member] | Preferred StockRevision of Prior Period, Adjustment [Member] | Common Stock | Common StockSeries B1 Preferred Stock [Member] | Common StockSeries D Preferred Stock [Member] | Common StockPreviously Reported [Member] | Common StockRevision of Prior Period, Adjustment [Member] | Additional Paid-in Capital | Additional Paid-in CapitalSeries B1 Preferred Stock [Member] | Additional Paid-in CapitalPreviously Reported [Member] | Additional Paid-in CapitalRevision of Prior Period, Adjustment [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported [Member] |
Beginning Balance at Dec. 31, 2019 | $ 431 | $ 431 | $ 0 | $ 2 | $ 3 | $ 2 | $ 112,187 | $ 112,186 | $ (111,399) | $ (111,399) | $ (360) | $ (360) | |||||||
Beginning Balance (in Shares) at Dec. 31, 2019 | 0 | 22,579,695 | 31,921,259 | 15,894,428 | |||||||||||||||
Retroactive application of reverse recapitalization | 0 | $ (2) | $ 1 | $ 1 | 0 | 0 | |||||||||||||
Retroactive application of reverse recapitalization (Shares) | (22,579,695) | 16,026,831 | |||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options | 86 | $ 0 | $ 0 | 86 | 0 | 0 | |||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options (Shares) | 0 | 263,004 | |||||||||||||||||
Stock-based compensation expense | 721 | $ 0 | $ 0 | 721 | 0 | 0 | |||||||||||||
Net income (loss) | (3,168) | 0 | 0 | 0 | (3,168) | 0 | |||||||||||||
Foreign currency translation | 83 | 0 | 0 | 0 | 0 | 83 | |||||||||||||
Ending Balance at Dec. 31, 2020 | $ (1,847) | $ 3 | 112,994 | (114,567) | (277) | ||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 32,184,263 | 32,184,263 | |||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options | $ 552 | 552 | |||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options (Shares) | 1,298,963 | 1,212,430 | 89,217 | ||||||||||||||||
Issuance of Legacy Shapeways convertible Series preferred stock resulting from exercise of warrants | $ 60 | $ 60 | |||||||||||||||||
Issuance of Legacy Shapeways convertible Series preferred stock resulting from exercise of warrants (shares) | 19,177 | ||||||||||||||||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes | $ 5,913 | 5,913 | |||||||||||||||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes (shares) | 1,406,741 | ||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of warrants (shares) | 212,234 | ||||||||||||||||||
Repurchase of Legacy Shapeways common stock | (152) | (152) | |||||||||||||||||
Repurchase of Legacy Shapeways common stock (shares) | (19,226) | ||||||||||||||||||
Effect of Merger and recapitalization, net of redemptions and issuance costs | 10,036 | $ 1 | 10,035 | ||||||||||||||||
Effect of Merger and recapitalization, net of redemptions and issuance costs (shares) | 5,691,648 | ||||||||||||||||||
Issuance of common stock pursuant to PIPE financing, net of issuance costs | 64,937 | $ 1 | 64,936 | ||||||||||||||||
Issuance of common stock pursuant to PIPE financing, net of issuance costs (shares) | 7,500,000 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 43 | 43 | |||||||||||||||||
Issuance of common stock upon exercise of stock options (Shares) | 86,533 | ||||||||||||||||||
Issuance of common stock for settlement of restricted stock units | 1,558 | 1,558 | |||||||||||||||||
Issuance of common stock for settlement of restricted stock units (Shares) | 410,000 | ||||||||||||||||||
Tax payments related to shares withheld for vested restricted stock units | (594) | (594) | |||||||||||||||||
Tax payments related to shares withheld for vested restricted stock units (Shares) | (165,278) | ||||||||||||||||||
Stock-based compensation expense | 1,349 | 1,349 | |||||||||||||||||
Transfer of Private Warrants to Public Warrants | 1,485 | 1,485 | |||||||||||||||||
Net income (loss) | 1,756 | 1,756 | |||||||||||||||||
Foreign currency translation | (92) | (92) | |||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 85,004 | $ 0 | $ 5 | $ 198,179 | $ (112,811) | $ (369) | |||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 48,627,739 | 0 | 48,627,739 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,756 | $ (3,168) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 593 | 473 |
Loss on disposal of assets | 0 | 4 |
Stock-based compensation expense | 2,907 | 721 |
Non-cash lease expense | 763 | 2,056 |
Non-cash debt forgiveness | (2,000) | 0 |
Change in fair value of warrant liabilities | (8,106) | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,180) | (40) |
Inventory | (175) | (310) |
Prepaid expenses and other assets | (2,355) | (5) |
Interest on promissory note due from related party | 0 | 49 |
Security deposits | 0 | 259 |
Accounts payable | 207 | (379) |
Accrued expenses and other liabilities | 223 | 814 |
Lease liabilities | (854) | (2,129) |
Deferred revenue | 162 | 345 |
Deferred rent | 0 | (283) |
Net cash used in operating activities | (8,059) | (1,593) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,960) | (104) |
Net cash used in investing activities | (3,960) | (104) |
Cash flows from financing activities: | ||
Principal payments on capital leases | 0 | (18) |
Proceeds from issuance of common stock | 595 | 86 |
Proceeds received from exercise of preferred stock warrants | 60 | 0 |
Tax payments related to shares withheld for vested restricted stock units | (594) | 0 |
Effect of Merger, net of transaction costs | 86,792 | 0 |
Repayments of loans payable | (3,586) | (1,318) |
Proceeds from loans payable | 0 | 1,982 |
Net cash provided by financing activities | 83,267 | 732 |
Net change in cash and cash equivalents and restricted cash | 71,248 | (965) |
Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash | (138) | 69 |
Cash and cash equivalents and restricted cash at beginning of year | 8,709 | 9,605 |
Cash and cash equivalents and restricted cash at end of year | 79,819 | 8,709 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 85 | 182 |
Issuance of Legacy Shapeways common stock upon conversion of convertible notes | 5,913 | 0 |
Repurchase of Legacy Shapeways common stock | $ (152) | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization | |
Organization | Note 1. Organization On September 29, 2021 (the “Closing” or the “Closing Date”), Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo” and after the Domestication (as defined below) “Shapeways”), a publicly-traded special purpose acquisition company, consummated the transactions described in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated April 28, 2021, by and among Galileo Founders Holdings, L.P. (the “Sponsor”), Galileo Acquisition Corp., Galileo Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Galileo (“Merger Sub”), and Shapeways, Inc., a Delaware corporation (“Legacy Shapeways”), whereby Merger Sub merged with and into Legacy Shapeways, the separate corporate existence of Merger Sub ceasing and Legacy Shapeways being the surviving corporation and a wholly owned subsidiary of Shapeways (the “Merger”). Further, on the Closing Date, as contemplated by the Merger Agreement, Galileo filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Galileo was domesticated and continued as a Delaware corporation (the “Domestication” and, together with the Merger, the “Business Combination”), changing its name to “Shapeways Holdings, Inc.” (the “Company” and/or “Shapeways”). Shapeways is a leader in the large and fast-growing digital manufacturing industry combining high quality, flexible on-demand end-to-end |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with the rules and regulations of Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Galileo has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination has been treated as the equivalent of Legacy Shapeways issuing stock for the net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo are stated 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 assets and liabilities as a result of the Business Combination. Legacy Shapeways has been treated as the accounting acquirer based on evaluation of the following facts and circumstances with regard to the Company as of the Closing: • Legacy Shapeways’ directors represented the majority of the new board of directors of the Company; • The executive officers and senior management of Legacy Shapeways are the executive officers and senior management of the Company; • The assets of Legacy Shapeways represent a significant majority of the assets of the Company (excluding cash formerly held in the Galileo trust account); and • The business of the Company is 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. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Shapeways. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively adjusted based on shares reflecting the conversion ratio (as defined below) established in the Merger. Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Functional Currency The local currency is the functional currency for Shapeways BV’s (a wholly-owned subsidiary of the Company) operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to 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. Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand and demand deposits. The Company maintains 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 insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported within the applicable consolidated balance sheet that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2021 2020 Cash and cash equivalents $ 79,677 $ 8,564 Restricted cash 142 145 $ 79,819 $ 8,709 Accounts Receivable Accounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for doubtful accounts was not deemed necessary at December 31, 2021 and December 31, 2020. Inventory Inventory consists of raw materials, work in progress and finished goods at the Company’s distribution center. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the years ended December 31, 2021 and December 31, 2020. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 years Computers and IT equipment 3-5 years Furniture and fixtures 7 years Leasehold improvements * * ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, and trademarks, are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from three to eight years. The Company periodically reviews the estimated useful lives of intangible assets and adjusts when events indicate that a shorter life is appropriate. In accordance with authoritative accounting guidance, capitalization of costs to develop software begin when preliminary development efforts are successfully and completed. Costs related to the design or maintenance of internal-use Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. No impairment charges were recorded for the years ended December 31, 2021 and December 31, 2020. Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a 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. Under ASC 350, Intangibles—Goodwill and Other Fair Value Measurements The Company applies ASC 820, Fair Value Measurement as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Level 2 - Level 3 - Revenue Recognition Revenue is derived from two primary sources: a) products and services and b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires us to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 4). Leases The Company’s lease arrangements relate primarily to office and manufacturing space, and equipment. The Company’s leases generally have initial terms ranging from 5 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses 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 actual 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 term. The Company has lease agreements which contain both lease and non-lease non-lease Stock-based Compensation The Company recognizes compensation expense for stock-based payment awards, including stock options and restricted stock units (“RSUs”) within the scope of ASC 718, Stock Compensation Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of a convertible promissory note issued by Galileo into an aggregate of 500,000 Sponsor Warrants, with terms equivalents to the Private Warrants. The Private Warrants are identical to the Public Warrants, except that the Private Warrants (i) are not 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. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40”), Research and Development Costs Research and development expenses consist primarily of allocated personnel costs, fees paid to consultants and outside service providers, and allocations for rent and overhead. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. For the years ended December 31, 2021 and 2020, research and development costs were $6,281 and $5,592, respectively. Advertising Advertising costs are expensed as incurred. For the years ended December 31, 2021 and 2020, advertising costs were $1,887 and $448, respectively, which are included in selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset 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, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. Net Income (Loss) per Share In accordance with the provisions of ASC 260, Earnings Per Share if-converted The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive: Year Ended December 31, 2021 2020 Common stock warrants 18,410,000 — Earnout Shares 3,510,405 — Unvested RSUs 660,448 — Included in income (loss) per common share are 4,515,739 and 3,684,586 shares of options due to their nominal exercise prices as of December 31, 2021 and 2020, respectively. Segment Information The Company has determined that it operates and reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. Reclassifications Certain balances in the prior year have been reclassified to conform to the presentation in the current year. These reclassifications include condensing line item classifications in the consolidated balance sheets, statements of operations, and statements of cash flows. These reclassifications had no effect on net loss as previously reported. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 2017-04 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 No. 2019-12 No. 2019-12 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 470-20, 2020-06 In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use 350-40): internal-use internal-use 2018-15 Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326) available-for-sale No. 2016-13 |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Note 3. Reverse Recapitalization As discussed in Note 1, on September 29, 2021, Galileo closed the Business Combination with Shapeways, Inc., as a result of which Legacy Shapeways became a wholly-owned subsidiary of Galileo. While Galileo was the legal acquirer of Legacy Shapeways in the Business Combination, for accounting purposes, the Business Combination is treated as a reverse recapitalization, whereby Legacy Shapeways is deemed to be the accounting acquirer, and the historical financial statements of Legacy Shapeways became the historical financial statements of Galileo upon the closing of the Business Combination. Under this method of accounting, Galileo was treated as the “acquired” company and Legacy Shapeways is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Shapeways issuing stock for the net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo were stated at historical cost, with no goodwill or other intangible assets recorded. At the closing of the Business Combination, (1) all outstanding shares of Legacy Shapeways’ preferred stock (including shares of Legacy Shapeways’ preferred stock issuable upon conversion of Legacy Shapeways’ convertible notes outstanding as of the Closing) and Shapeways’ common stock were converted into an aggregate of 35,104,836 shares of Common Stock of the Company, par value $0.0001 per share, representing aggregate consideration value equal to $406,000 (the “Merger Consideration”), 3,510,405 shares of which are subject to the Earnout Terms (as defined below, and such shares, the “Earnout Shares”), (2) options to purchase Legacy Shapeways’ common stock (whether vested or unvested, exercisable or unexercisable) issued pursuant to the Legacy Shapeways 2010 Stock Plan, as amended (the “2010 Stock Plan”), and outstanding immediately prior to the Closing were assumed and converted into (a) options to purchase an aggregate of 4,901,207 shares of Common Stock under the Incentive Plan and (b) in the case of in-the-money Earn-Out non-plan At the Closing, there were 3,510,405 shares of Common Stock issued as part of the Merger Consideration (the “Stockholder Merger Consideration” and/or “Earnout Shares”) subject to vesting and forfeiture conditions (the “Earnout Terms”) based upon the volume-weighted average trading price of Common Stock reaching targets of $14.00 and $16.00, respectively (with 50% released at each target) for a period of 30 consecutive trading days during the three-year period after the Closing, with the portion of such shares that would otherwise be deliverable to Shapeways Stockholders at the Closing being withheld and deposited into escrow. A pro rata portion of the Stockholder Merger Consideration earnout has also been allocated to Legacy Shapeways options and warrants that, as of the Closing, have been exchanged for options and warrants (as applicable) exercisable for shares of Common Stock (as described below). Legacy Shapeways options issued pursuant to Legacy Shapeways’ 2010 Stock Plan that were not exercised prior to the Closing have been assumed by the Company and converted, subject to certain adjustments that are described in the Merger Agreement, into options exercisable for shares of Common Stock and, in the case of in-the-money Simultaneously with the execution of the Business Combination, Galileo entered into subscription agreements (collectively, the “Subscription Agreements”) pursuant to which certain investors agreed to purchase an aggregate of 7,500,000 shares of Common Stock for a purchase price of $10.00 per share and $75,000,000 in the aggregate (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2021: Recapitalization Cash—Galileo trust and cash, net of redemption $ 28,115 Cash—PIPE Investment, net of transaction costs 75,000 Less: transaction costs and advisory fees allocated to equity (16,323 ) Effect of Merger, net of redemption, transaction costs and advisory costs $ 86,792 The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2021: Recapitalization Cash—Galileo trust and cash, net of redemption $ 28,115 Non-cash 46 Less: fair value of Private and Sponsor Warrant liabilities (11,865 ) Less: transaction costs and advisory fees allocated to equity (6,260 ) Effect of Merger, net of redemption, transaction costs and advisory costs $ 10,036 The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 13,800,000 Less: redemption of Galileo shares (11,018,352 ) Common stock of Galileo 2,781,648 Galileo founder and representative shares, net of forfeited shares 2,910,000 Shares issued in PIPE Investment 7,500,000 Merger and PIPE Investment—common stock 13,191,648 Legacy Shapeways shares—common stock (1) 35,104,836 Total shares of common stock immediately after Business Combination 48,296,484 (1) Includes 3,510,405 Earnout Shares |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4. Revenue Recognition Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of shop owner products through their e-commerce e-commerce Marketplace sales The Company provides a platform for shop owners to sell their products to customers through Shapeways’ marketplace website. Shapeways receives a 3.5% markup fee from the shop owner upon the sale of any products through the marketplace. The Company handles the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. The Company is responsible for billing the customer in this arrangement and transmitting the applicable fees to the shop owner. The Company assessed whether it is responsible for providing the actual product or service as a principal, or for arranging for the product or service to be provided by the third party as an agent. Judgment is applied to determine whether the Company is the principal or the agent by evaluating whether it has control of the product or service prior to it being transferred to the customer. The principal versus agent assessment is performed at the performance obligation level. Indicators that the Company has considered include whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the customer and whether it has inventory risk prior to transferring the product or service to the customer. The Company has the responsibility to fulfill the promise to provide the specific good or service on behalf of the shop owners to the customer. In addition, the Company 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. The Company recognizes the sale of 3D products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue In 2020, Shapeways launched their software under the brand of “Powered by Shapeways” to a limited set of design customers to gain feedback on product market fit. The software enables other manufacturers to leverage Shapeways’ existing end-to-end For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. The following table presents our revenues disaggregated by revenue discipline: Year Ended December 31, 2021 2020 Major products/service lines: Direct sales $ 25,554 $ 23,656 Marketplace sales 7,772 7,955 Software 297 164 Total revenue $ 33,623 $ 31,775 Timing of revenue recognition: Products transferred at a point in time $ 7,772 $ 7,955 Products and services transferred over time 25,851 23,820 Total revenue $ 33,623 $ 31,775 Deferred Revenue The Company records deferred revenue when cash payments are received in advance of performance. Deferred revenue activity consisted of the following for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Balance at beginning of year $ 753 $ 425 Deferred revenue recognized during period (33,623 ) (31,823 ) Additions to deferred revenue during period 33,791 32,151 Balance at end of year $ 921 $ 753 The Company expects to satisfy its remaining performance obligations within the next twelve months. The $753 of deferred revenue as of January 1, 2021 was recognized during the year ended December 31, 2021. The opening balance of accounts receivable as of January 1, 2020 was $151. Practical Expedients and Exemptions The company applies the practical expedient related to incremental costs of obtaining a contract. Although certain of its commission costs qualify for capitalization under ASC 340-40, practical expedient |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5. Inventory Components of inventory consisted of the following: December 31, 2021 2020 Raw materials $ 735 $ 521 Work-in-process 28 36 Finished goods 164 170 Total $ 927 $ 727 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid expenses $ 1,076 $ 609 Prepaid insurance 2,338 37 Security deposits — 259 VAT receivable 945 975 Other current assets 1 30 Total $ 4,360 $ 1,910 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 7. Property and Equipment, net Property and equipment consisted of the following: December 31, 2021 2020 Machinery and equipment $ 9,438 $ 5,659 Computers and IT equipment 957 964 Furniture and fixtures 49 50 Leasehold improvements 2,482 2,520 12,926 9,193 Less: Accumulated depreciation (8,538 ) (8,245 ) Property and equipment, net $ 4,388 $ 948 For the years ended December 31, 2021 and 2020, depreciation expense totaled $593 and $473, respectively. Of these amounts, depreciation charged to cost of revenue was $460 and $324 for the years ended December 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses And Other Liabilities Current [Abstract] | |
Accrued Expenses and Other Liabilities | Note 8. Accrued Expenses and Other Liabilities Accrued expenses consisted of the following: December 31, 2021 2020 Accrued selling expenses $ 522 $ 947 Accrued compensation 814 876 Interest payable — 612 Taxes payable 328 477 Shapeways credits 287 313 Other 694 94 Total $ 2,645 $ 3,319 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Leases During the year ended December 31, 2021, the Company maintained three leases of facilities located in the United States and the Netherlands, as well as one lease of office equipment, under operating leases. The Company maintained one additional lease of equipment under a finance lease arrangement which expired during the year ended December 31, 2020. Additionally, the Company terminated one lease of office space during the year ended December 31, 2021. The table below presents certain information related to the Company’s lease costs: Year Ended December 31, 2021 2020 Operating lease expense $ 839 $ 2,217 Finance lease expense — 16 Interest expense on finance lease liabilities — 1 Short-term lease expense — 14 Total lease cost $ 839 $ 2,248 Right of use assets and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows: December 31, 2021 2020 Assets: Right-of-use $ 842 $ 2,102 Total lease assets $ 842 $ 2,102 Liabilities: Current liabilities: Operating lease liabilities, current $ 639 $ 1,222 Non-current Operating lease liabilities, net of current portion 326 $ 1,094 Total lease liability $ 965 $ 2,316 The Company’s lease agreements do not state an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at the lease commencement date for the purposes of determining the present value of lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The weighted-average remaining lease term for operating leases was 1.83 years and the weighted-average incremental borrowing rate was 5.33% as of December 31, 2021. Supplemental cash flow information related to the Company’s leases was as follows: Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 928 $ 2,346 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — 18 Lease liabilities arising from obtaining right-of-use — 4,445 As of December 31, 2021, future minimum lease payments required under operating leases are as follows: 2022 $ 675 2023 210 2024 129 2025 1 Total minimum lease payments 1,015 Less effects of discounting (50 ) Present value of future minimum lease payments $ 965 Desktop Metal On March 26, 2021, the Company entered into a non-binding Legal Proceedings The Company is involved in various legal proceedings which arise from time to time in the normal course of business. While the results of such matters generally cannot be predicted with certainty, management does not expect any such matters to have a material adverse effect on the Company’s consolidated financial position or results of operations for the years ended December 31, 2021 and 2020. |
Borrowing Arrangements
Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | Note 10. Borrowing Arrangements The Company’s outstanding debt obligations consisted of the following: December 31, 2021 2020 Dutch Landlord Loan $ — $ 163 Term Loan — 3,423 Convertible Promissory Notes — 5,000 PPP Loan — 1,982 — 10,568 Less: current portion — (8,332 ) Long-term debt $ — $ 2,236 Dutch Landlord Loan On May 12, 2014, the Company entered into a loan agreement with its landlord at the Eindhoven factory (the “Dutch Landlord Loan”) to advance €242 to finance leasehold improvements. The Dutch Landlord Loan is unsecured and required interest-only payments until September 30, 2016, followed by monthly payments of principal and interest. Interest accrues at 8.50% per annum through the maturity date on September 30, 2024. The Dutch Landlord Loan was repaid in full during the year ended December 31, 2021. For the years ended December 31, 2021 and 2020, interest expense totaled $17 and $19, respectively. Term Loan On October 29, 2018, the Company entered into a loan and security agreement (the “Term Loan”) for the principal sum of $5,000 with a maturity date of October 29, 2022. The Term Loan required interest-only payments until October 29, 2019, followed by monthly payments of principal and interest. Interest was payable at a rate equal to the prime rate, plus 0.25% per annum. As of December 31, 2020, the interest rate was 3.50%. In connection with the Term Loan, the bank was due a $75 fee in the event of a liquidity event valuing the Company above a certain threshold. At the Closing of the Business Combination, the Company repaid and terminated the Term Loan in full. For the years ended December 31, 2021 and 2020, interest expense related to the Term Loan totaled $60 and $162, respectively. Convertible Promissory Notes On June 19, 2019, the Company entered into note purchase agreements (the “Convertible Promissory Notes”) with certain stockholders of Legacy Shapeways for the aggregate principal sum of $5,000. The Convertible Promissory Notes bore interest at a rate of 8% per annum with all principal and interest due on or before the earlier of (i) December 19, 2020; and (ii) the closing of a Qualified Equity Financing, as defined below. The Convertible Promissory Notes are automatically converted into conversion shares upon the closing of a Qualified Equity Financing. Qualified Equity Financing is defined as the next sale by the Company of preferred stock following the date of the Convertible Promissory Notes on or prior to the maturity date with the principal purpose of raising capital. In the event there is a non-Qualified Non-Qualified On December 14, 2020, the Company executed an amendment to the Convertible Promissory Notes that extended the maturity date to August 10, 2021. All other relevant terms and conditions of the Convertible Promissory Notes remained binding. Immediately prior to the completion of the Business Combination, the Convertible Promissory Notes in the aggregate principal amount of $5,000 were converted into 1,434,391 shares of common stock of Legacy Shapeways (1,189,558 shares of Common Stock post Business Combination), and the related unpaid and accrued interest totaling $913 were converted into 261,884 shares of common stock of Legacy Shapeways (217,183 shares of Common Stock post Business Combination). For the years ended December 31, 2021 and 2020, interest expense related to the Convertible Promissory Notes totaled $309 and $400, respectively. Paycheck Protection Program Loan On May 4, 2020, the Company received an unsecured loan of $1,982 under the Paycheck Protection Program (the “PPP Loan” or “PPP”). The PPP was established under the recently enacted CARES Act and is administered by the U.S. Small Business Administration. On May 4, 2020, the Company entered into a promissory note with Pacific Western Bank evidencing the unsecured PPP Loan. The PPP Loan had a maturity date of May 4, 2022 and accrued interest at an annual rate of 1.00%. Interest expense totaled $18 for the year ended December 31, 2021. There was no interest expense incurred for the year ended December 31, 2020. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company applied for and was granted forgiveness for all of the PPP Loan. As of December 31, 2021, the full principal and interest amount of $2,000 of the PPP Loan was forgiven and recorded in other income on the consolidated statement of operations and comprehensive loss. The Company is evaluating whether to repay the loan. If repaid, the Company will reverse the previously recognized gain on debt forgiveness. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 11. Stockholders’ Equity (Deficit) The consolidated statements of changes in stockholders’ equity (deficit) reflects the Business Combination as defined in Note 1 as of September 29, 2021. As Legacy Shapeways was deemed the accounting acquirer in the Business Combination with Galileo, all periods prior to the consummation date reflect the balances and activity of Legacy Shapeways. The balances as of January 1, 2021 and 2020 from the consolidated financial statements of Legacy Shapeways as of that date, share activity (convertible preferred stock, common stock, additional paid in capital, accumulated deficit, and accumulated other comprehensive loss) and per share amounts were retroactively adjusted, where applicable, using the recapitalization conversion ratio of 0.8293 (the “Conversion Ratio”). Common Stock Upon closing of the Business Combination, pursuant to the terms of the Certificate of Incorporation, the Company authorized 120,000,000 shares of Common Stock with a par value $0.0001. The holders of Common Stock are entitled to 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. The Company has issued and outstanding 48,627,739 and 32,184,263 shares of Common Stock as of December 31, 2021 and 2020, respectively. Legacy Shapeways Common Stock Warrants On December 18, 2013, in connection with executing a loan agreement, the Company issued warrants to purchase 40,000 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.25 per share and had an expiration date of December 18, 2023. On February 3, 2014, in connection with executing a lease agreement, the Company issued warrants to purchase 248,000 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.25 per share and expired upon the latest to occur i) seven years from the original issuance date or ii) five years from the effective date of an initial public offering. On April 22, 2015, in connection to an amended loan agreement, the Company issued warrants to purchase 13,750 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.70 per share and had an expiration date of April 22, 2025. Immediately prior to the completion of the Business Combination, all outstanding Legacy Shapeways common stock warrants were exercised into an aggregate of 255,917 shares of Legacy Shapeways common stock (212,234 shares of Common Stock post Business Combination). Legacy Shapeways Convertible Preferred Stock Immediately prior to the completion of the Business Combination, all outstanding shares of the Legacy Shapeways Series A-1, A-2, B-1, Legacy Shapeways Preferred Stock Warrants On March 8, 2013, the Company issued warrants to purchase a total of 23,125 shares of Series B-1 B-1 On June 30, 2017, in connection with executing a loan agreement, the Company issued warrants to purchase 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 date of grant. Immediately prior to the completion of the Business Combination, the 57,051 warrants were exercised for 107,580 shares of Legacy Shapeways common stock. Public Warrants Prior to the Merger, the Company had outstanding 13,800,000 Public Warrants. Each Public Warrant entitles the holder to purchase one share of Common Stock of the Company at an exercise price of $11.50 per share. The Public Warrants become exercisable 30 days after the Closing Date, and expire five years after the Closing Date or earlier upon redemption or liquidation. The Company may redeem the Public Warrants as follows: in whole and not in part; at a price of $0.01 per warrant; at any time while the Public Warrants are exercisable, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; 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 30-trading 30-day As of December 31, 2021 and 2020, there were 15,295,612 and 13,800,000 Public Warrants outstanding, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation 2010 Stock Plan Prior to the Business Combination, Legacy Shapeways maintained its 2010 Stock Plan (the “2010 Plan”), under which Legacy Shapeways granted statutory and non-statutory In connection with the Business Combination, each Legacy Shapeways stock option that was outstanding immediately prior to Closing, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Shapeways common stock subject to such Legacy Shapeways option immediately prior to the Business Combination and (ii) 90% of the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Shapeways option immediately prior to 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. In addition, as discussed in Note 3, each holder of an in-the-money Earn-Out Earn-Out Earn-Out “RSU Performance Milestones”). The Company records stock compensation expense for Earn-Out RSUs based upon an assessment of the grant date fair value using the Monte Carlo model. The assumptions used to estimate the fair value of Earn-Out RSUs granted during the year ended December 31, 2021 were as follows: Weighted average grant date fair value $ 1.14 Expected term (in years) 3.00 Expected volatility 67.00 % Risk-free interest rate 0.93 % Dividend yield — If the service of the holder of an Earn-Out Earn-Out Earn-Out Earn-Out Upon the Closing of the Business Combination, the outstanding and unexercised Legacy Shapeways options became options to purchase an aggregate of 4,901,207 shares of the Company’s Common Stock under the 2010 Plan at an average exercise price of $0.62 per share. 2021 Equity Incentive Plan Upon the closing of the Business Combination, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other share-based awards or other cash-based awards to employees, consultants, and non-employee Option Awards The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends. The Company generally recognizes stock compensation expense on the grant date and over the period of vesting or period that services will be provided. The assumptions used to estimate the fair value of stock options granted during the periods presented were as follows: Year Ended December 31, 2021 2020 Strike price $ 0.17 $ 0.18 Expected term (in years) 5.55 - 6.05 5.00 - 6.04 Expected volatility 57.09% - 57.81 % 49.13% - 53.50 % Risk-free interest rate 0.50% - 0.57 % 0.37% - 1.46 % Dividend yield — — The following table summarizes the Company’s stock option plan and the activity: Shares Weighted Weighted Average Aggregate Outstanding at January 1, 2021 (as previously reported) 8,247,340 $ 0.44 6.72 $ — Retroactive application of reverse recapitalization (1,967,440 ) — — — Outstanding as of January 1, 2021, effect of Merger 6,279,900 $ 0.58 6.64 $ — Granted 29,420 0.36 9.07 — Forfeited (203,970 ) 0.44 — — Exercised (1,298,963 ) 0.45 — $ 9,450 Outstanding at December 31, 2021 4,806,387 $ 0.63 6.57 $ 14,438 Exercisable at December 31, 2021 4,515,739 $ 0.64 6.48 $ 13,504 The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s Common Stock price and the exercise price of the stock options. The weighted-average grant-date fair value per stock option granted during the years ended December 31, 2021 and 2020 was $0.17 and $0.18, respectively. The Company recorded stock compensation expense related to option awards of $1,297 and $721, respectively, which is included in selling, general and administrative expense for the years ended December 31, 2021 and 2020. As of December 31, 2021, approximately $64 of unrecognized compensation expense related to non-vested Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity: Restricted Stock Weighted Average Outstanding at January 1, 2021 — $ — Granted 1,070,812 2.58 Forfeited (364 ) 1.06 Vested (410,000 ) 3.80 Outstanding at December 31, 2021 660,448 $ 3.80 Exercisable at December 31, 2021 — $ — The total fair value of restricted stock unit awards vested during the year ended December 31, 2021 was $1,610. Total unrecognized compensation expense related to outstanding restricted stock unit awards was approximately $684 as of December 31, 2021 and is expected to be recognized over the weighted average period of 2.76 years. 2021 Employee Stock Purchase Plan Upon the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Common Stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions. As of December 31, 2021, 895,721 shares of Common Stock are available for purchase under the ESPP. As of December 31, 2021, no shares have been purchased under the ESPP. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13. Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020. The carrying 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 warrants issued for settlement and services are estimated based on the Black-Scholes model. The carrying value of the Company’s debt and operating lease liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with similar maturities and collateral requirements. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured Description Level December 31, 2021 December 31, 2020 Liabilities: Warrant liabilities 3 $ 2,274 $ — Warrant Liabilities Prior to the Business Combination, the Company had outstanding 4,110,000 warrants (the “Private Warrants”) that were issued upon the consummation of the initial public offering of Galileo. Additionally, at the Closing , The Private Warrants and Sponsor Warrants are identical to the Public Warrants except that the Private and Sponsor Warrants (i) are not 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 or Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants or Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Upon the transfer of a Private Warrant to a party other than the initial purchaser or any of its permitted transferees, the Private Warrants or Sponsor Warrants become Public Warrants and the fair market value of the Private Warrants at the date of transfer is reclassified to equity. The Private Warrants and Sponsor Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC 815-40-15 fixed-for-fixed The Company utilizes a Binomial Lattice model approach to value the Private Warrants and Sponsor Warrants at each reporting period with changes in fair value recognized in the statement of operations. The estimated fair value of the 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. Treasury zero-coupon The significant unobservable inputs used in the Binomial Lattice Model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: December 31, 2021 At Closing Stock price on valuation date $ 3.71 $ 8.54 Exercise price per share $ 11.50 $ 11.50 Expected life 4.75 years 5 years Volatility 56.4 % 43.9 % Risk-free rate 1.2 % 1.0 % Dividend yield — % — % Fair value per warrant $ 0.73 $ 2.57 The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Balance at December 31, 2020 $ — Additions pursuant to Merger 11,865 Transfer of Private Warrants to Public Warrants (1,485 ) Change in fair value (8,106 ) Balance at December 31, 2021 $ 2,274 As of December 31, 2021, 3,114,388 Private Warrants remain outstanding. Fair Value on a Non-Recurring The fair value of the Earnout Shares has been estimated using the trading price of the Company’s Common Stock at Closing ($7.70), discounted based on the probability of the Earnout Terms being met as determined at Closing, and thus represents a Level 2 fair value measurement as defined in ASC 820. The Earnout Shares, if achieved, would be issued to Legacy Shapeways shareholders. The Earnout Shares are a fixed number of shares to be issued to such shareholders on a pro rata basis. The fair value of the Earnout Shares was recognized as a deemed dividend. Upon closing of the Merger, the estimated fair value of the Earnout Shares was $18,132 with such amount recognized as a deemed dividend. As the Company is in an accumulated deficit position as of the measurement date, the resulting deemed dividend is recorded as a reduction of additional paid-in paid-in |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 Income tax provision: Non-US $ (71 ) $ (29 ) Federal — — State — — Provision for income taxes $ (71 ) $ (29 ) A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the Company’s actual income tax expense is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.00 % 21.00 % State and local income taxes, net of federal benefit (9.65 )% 1.74 % Nondeductible expenses 0.53 % (0.85 )% Loan forgiveness (11.53 )% — % Warrant liabilities (55.32 )% — % Stock-based compensation (25.33 )% (4.27 )% Change in state tax rates 6.07 % (5.38 )% Change in valuation allowance 73.68 % (12.34 )% True-up (1.67 )% 2.16 % Foreign rate differential 0.28 % (1.17 )% (1.95 )% 0.89 % Deferred income taxes are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities. The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and tax liabilities are as follows: Year Ended December 31, 2021 2020 Deferred tax assets: Accrued expense $ 64 $ 46 Sec. 263(a) 17 17 Stock-based compensation 477 131 ASC 842—Right of use lease liability 29 51 Fixed assets 194 168 Net operating losses 24,291 21,965 Tax credits 893 893 Other 6 19 Less: valuation allowance (25,971 ) (23,290 ) Total deferred tax assets $ — $ — The valuation allowance for deferred tax assets increased by $2,681 to $25,971 in 2021. In determining the carrying value of our deferred tax assets, the Company evaluated all available evidence that led to a conclusion that based upon the more-likely-than-not As of December 31, 2021, the Company had federal net operating loss carryforwards of $101,309, $71,122 of which, if not utilized, expire by 2038 built-in Utilization of U.S. net operating losses may be limited by “ownership change” rules, as defined in Section 382 of the Code. Similar rules may apply under state tax laws. The Company has not conducted a study to-date |
Significant Concentrations
Significant Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Significant Concentrations | Note 15. Significant Concentrations One customer accounted for approximately 23% and 21% of revenue for the years ended December 31, 2021 and 2020, respectively. No other customers represented more than 10% of revenue for the years ended December 31, 2021 and 2020. One vendor accounted for approximately 11% of purchases for the year ended December 31, 2021. No other vendors represented more than 10% of purchases for the years ended December 31, 2021 and 2020. As of December 31, 2021, two customers accounted for approximately 32% and 25% of accounts receivable. As of December 31, 2020, two customers accounted for approximately 32% and 10% of accounts receivable. No other customers represented more than 10% of outstanding accounts receivable as of December 31, 2021 and December 31, 2020. As of December 31, 2021, two vendors accounted for approximately 18% and 11% of accounts payable. As of December 31, 2020, five vendors accounted for approximately 18%, 15%, 15%, 11% and 10% of accounts payable. No other vendors represented more than 10% of outstanding accounts payable as of December 31, 2021 and December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions During 2012, the Company signed a $175 promissory note (the “Related Party Note”) with an officer of the Company, bearing interest equal to the greater of (a) 0.88% per annum or (b) the mid-term |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events The Company has evaluated all known subsequent events through March 31, 2022, which is the date these consolidated financial statements were issued, and has determined that no subsequent events have occurred requiring recognition or disclosure in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with the rules and regulations of Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Galileo has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination has been treated as the equivalent of Legacy Shapeways issuing stock for the net assets of Galileo, accompanied by a recapitalization. The net assets of Galileo are stated 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 assets and liabilities as a result of the Business Combination. Legacy Shapeways has been treated as the accounting acquirer based on evaluation of the following facts and circumstances with regard to the Company as of the Closing: • Legacy Shapeways’ directors represented the majority of the new board of directors of the Company; • The executive officers and senior management of Legacy Shapeways are the executive officers and senior management of the Company; • The assets of Legacy Shapeways represent a significant majority of the assets of the Company (excluding cash formerly held in the Galileo trust account); and • The business of the Company is 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. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Shapeways. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively adjusted based on shares reflecting the conversion ratio (as defined below) established in the Merger. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. |
Functional Currency | Functional Currency The local currency is the functional currency for Shapeways BV’s (a wholly-owned subsidiary of the Company) operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand and demand deposits. The Company maintains 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 insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported within the applicable consolidated balance sheet that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2021 2020 Cash and cash equivalents $ 79,677 $ 8,564 Restricted cash 142 145 $ 79,819 $ 8,709 |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for doubtful accounts was not deemed necessary at December 31, 2021 and December 31, 2020. |
Inventory | Inventory Inventory consists of raw materials, work in progress and finished goods at the Company’s distribution center. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the years ended December 31, 2021 and December 31, 2020. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 years Computers and IT equipment 3-5 years Furniture and fixtures 7 years Leasehold improvements * * ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, and trademarks, are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from three to eight years. The Company periodically reviews the estimated useful lives of intangible assets and adjusts when events indicate that a shorter life is appropriate. In accordance with authoritative accounting guidance, capitalization of costs to develop software begin when preliminary development efforts are successfully and completed. Costs related to the design or maintenance of internal-use Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. No impairment charges were recorded for the years ended December 31, 2021 and December 31, 2020. |
Goodwill | Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a 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. Under ASC 350, Intangibles—Goodwill and Other |
Fair Value Measurements | Fair Value Measurements The Company applies ASC 820, Fair Value Measurement as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Level 2 - Level 3 - |
Revenue Recognition | Revenue Recognition Revenue is derived from two primary sources: a) products and services and b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires us to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 4). |
Leases | Leases The Company’s lease arrangements relate primarily to office and manufacturing space, and equipment. The Company’s leases generally have initial terms ranging from 5 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses 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 actual 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 term. The Company has lease agreements which contain both lease and non-lease non-lease |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation expense for stock-based payment awards, including stock options and restricted stock units (“RSUs”) within the scope of ASC 718, Stock Compensation |
Public and Private Common Stock Warrant Liabilities | Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of a convertible promissory note issued by Galileo into an aggregate of 500,000 Sponsor Warrants, with terms equivalents to the Private Warrants. The Private Warrants are identical to the Public Warrants, except that the Private Warrants (i) are not 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. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40”), |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of allocated personnel costs, fees paid to consultants and outside service providers, and allocations for rent and overhead. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. For the years ended December 31, 2021 and 2020, research and development costs were $6,281 and $5,592, respectively. |
Advertising | Advertising Advertising costs are expensed as incurred. For the years ended December 31, 2021 and 2020, advertising costs were $1,887 and $448, respectively, which are included in selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset 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, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. |
Net Income (Loss) per Share | Net Income (Loss) per Share In accordance with the provisions of ASC 260, Earnings Per Share if-converted The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive: Year Ended December 31, 2021 2020 Common stock warrants 18,410,000 — Earnout Shares 3,510,405 — Unvested RSUs 660,448 — Included in income (loss) per common share are 4,515,739 and 3,684,586 shares of options due to their nominal exercise prices as of December 31, 2021 and 2020, respectively. |
Segment Information | Segment Information The Company has determined that it operates and reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. |
Reclassifications | Reclassifications Certain balances in the prior year have been reclassified to conform to the presentation in the current year. These reclassifications include condensing line item classifications in the consolidated balance sheets, statements of operations, and statements of cash flows. These reclassifications had no effect on net loss as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 2017-04 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 No. 2019-12 No. 2019-12 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 470-20, 2020-06 In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use 350-40): internal-use internal-use 2018-15 Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326) available-for-sale No. 2016-13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary Of Reconciliation Of Cash And Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash reported within the applicable consolidated balance sheet that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2021 2020 Cash and cash equivalents $ 79,677 $ 8,564 Restricted cash 142 145 $ 79,819 $ 8,709 |
Summary Of Useful Lives Of Property Plant And Equipment | Asset Category Depreciable Life Machinery and equipment 5 years Computers and IT equipment 3-5 years Furniture and fixtures 7 years Leasehold improvements * * |
Summary Of Common Stock equivalents Outstanding Were Excluded From Computation Of Diluted Net Loss Per Share | The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive: Year Ended December 31, 2021 2020 Common stock warrants 18,410,000 — Earnout Shares 3,510,405 — Unvested RSUs 660,448 — |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Common Stock Shares Issued Following The Consummation Of Merger | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2021: Recapitalization Cash—Galileo trust and cash, net of redemption $ 28,115 Cash—PIPE Investment, net of transaction costs 75,000 Less: transaction costs and advisory fees allocated to equity (16,323 ) Effect of Merger, net of redemption, transaction costs and advisory costs $ 86,792 |
Schedule of reconciles the elements of business combination to the unaudited consolidated statement of changes in stockholders equity | The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2021: Recapitalization Cash—Galileo trust and cash, net of redemption $ 28,115 Non-cash 46 Less: fair value of Private and Sponsor Warrant liabilities (11,865 ) Less: transaction costs and advisory fees allocated to equity (6,260 ) Effect of Merger, net of redemption, transaction costs and advisory costs $ 10,036 |
Schedule Of Common Stock Shares Issued Following The Consummation Of Business Combination | The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 13,800,000 Less: redemption of Galileo shares (11,018,352 ) Common stock of Galileo 2,781,648 Galileo founder and representative shares, net of forfeited shares 2,910,000 Shares issued in PIPE Investment 7,500,000 Merger and PIPE Investment—common stock 13,191,648 Legacy Shapeways shares—common stock (1) 35,104,836 Total shares of common stock immediately after Business Combination 48,296,484 (1) Includes 3,510,405 Earnout Shares |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of amount disaggregated by revenue | The following table presents our revenues disaggregated by revenue discipline: Year Ended December 31, 2021 2020 Major products/service lines: Direct sales $ 25,554 $ 23,656 Marketplace sales 7,772 7,955 Software 297 164 Total revenue $ 33,623 $ 31,775 Timing of revenue recognition: Products transferred at a point in time $ 7,772 $ 7,955 Products and services transferred over time 25,851 23,820 Total revenue $ 33,623 $ 31,775 |
Summary of deferred revenue activity | Year Ended December 31, 2021 2020 Balance at beginning of year $ 753 $ 425 Deferred revenue recognized during period (33,623 ) (31,823 ) Additions to deferred revenue during period 33,791 32,151 Balance at end of year $ 921 $ 753 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of components of inventory | Components of inventory consisted of the following: December 31, 2021 2020 Raw materials $ 735 $ 521 Work-in-process 28 36 Finished goods 164 170 Total $ 927 $ 727 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid expenses $ 1,076 $ 609 Prepaid insurance 2,338 37 Security deposits — 259 VAT receivable 945 975 Other current assets 1 30 Total $ 4,360 $ 1,910 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment consisted of the following: December 31, 2021 2020 Machinery and equipment $ 9,438 $ 5,659 Computers and IT equipment 957 964 Furniture and fixtures 49 50 Leasehold improvements 2,482 2,520 12,926 9,193 Less: Accumulated depreciation (8,538 ) (8,245 ) Property and equipment, net $ 4,388 $ 948 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses And Other Liabilities Current [Abstract] | |
Summary of accrued expenses and other liabilities | Accrued expenses consisted of the following: December 31, 2021 2020 Accrued selling expenses $ 522 $ 947 Accrued compensation 814 876 Interest payable — 612 Taxes payable 328 477 Shapeways credits 287 313 Other 694 94 Total $ 2,645 $ 3,319 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of certain information related to the lease costs | The table below presents certain information related to the Company’s lease costs: Year Ended December 31, 2021 2020 Operating lease expense $ 839 $ 2,217 Finance lease expense — 16 Interest expense on finance lease liabilities — 1 Short-term lease expense — 14 Total lease cost $ 839 $ 2,248 |
Summary of right of use assets and lease liabilities for operating leases | Right of use assets and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows: December 31, 2021 2020 Assets: Right-of-use $ 842 $ 2,102 Total lease assets $ 842 $ 2,102 Liabilities: Current liabilities: Operating lease liabilities, current $ 639 $ 1,222 Non-current Operating lease liabilities, net of current portion 326 $ 1,094 Total lease liability $ 965 $ 2,316 |
Summary of Supplemental cash flow information related to leases | Supplemental cash flow information related to the Company’s leases was as follows: Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 928 $ 2,346 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — 18 Lease liabilities arising from obtaining right-of-use — 4,445 |
Summary of future minimum lease payments required under operating leases | As of December 31, 2021, future minimum lease payments required under operating leases are as follows: 2022 $ 675 2023 210 2024 129 2025 1 Total minimum lease payments 1,015 Less effects of discounting (50 ) Present value of future minimum lease payments $ 965 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of outstanding debt obligation | The Company’s outstanding debt obligations consisted of the following: December 31, 2021 2020 Dutch Landlord Loan $ — $ 163 Term Loan — 3,423 Convertible Promissory Notes — 5,000 PPP Loan — 1,982 — 10,568 Less: current portion — (8,332 ) Long-term debt $ — $ 2,236 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of assumptions used to determine the fair value of the stock options | The assumptions used to estimate the fair value of stock options granted during the periods presented were as follows: Year Ended December 31, 2021 2020 Strike price $ 0.17 $ 0.18 Expected term (in years) 5.55 - 6.05 5.00 - 6.04 Expected volatility 57.09% - 57.81 % 49.13% - 53.50 % Risk-free interest rate 0.50% - 0.57 % 0.37% - 1.46 % Dividend yield — — |
Summary of stock option plan and the activity | The following table summarizes the Company’s stock option plan and the activity: Shares Weighted Weighted Average Aggregate Outstanding at January 1, 2021 (as previously reported) 8,247,340 $ 0.44 6.72 $ — Retroactive application of reverse recapitalization (1,967,440 ) — — — Outstanding as of January 1, 2021, effect of Merger 6,279,900 $ 0.58 6.64 $ — Granted 29,420 0.36 9.07 — Forfeited (203,970 ) 0.44 — — Exercised (1,298,963 ) 0.45 — $ 9,450 Outstanding at December 31, 2021 4,806,387 $ 0.63 6.57 $ 14,438 Exercisable at December 31, 2021 4,515,739 $ 0.64 6.48 $ 13,504 |
Summary of the Company's restricted stock unit activity | The following table summarizes the Company’s restricted stock unit activity: Restricted Stock Weighted Average Outstanding at January 1, 2021 — $ — Granted 1,070,812 2.58 Forfeited (364 ) 1.06 Vested (410,000 ) 3.80 Outstanding at December 31, 2021 660,448 $ 3.80 Exercisable at December 31, 2021 — $ — |
2010 Stock Plan [Member] | Restricted Stock Units (RSUs) [Member] | |
Summary of assumptions used to determine the fair value of the stock options | The assumptions used to estimate the fair value of Earn-Out RSUs granted during the year ended December 31, 2021 were as follows: Weighted average grant date fair value $ 1.14 Expected term (in years) 3.00 Expected volatility 67.00 % Risk-free interest rate 0.93 % Dividend yield — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Liabilities: Warrant liabilities 3 $ 2,274 $ — |
Schedule of key inputs | The significant unobservable inputs used in the Binomial Lattice Model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: December 31, 2021 At Closing Stock price on valuation date $ 3.71 $ 8.54 Exercise price per share $ 11.50 $ 11.50 Expected life 4.75 years 5 years Volatility 56.4 % 43.9 % Risk-free rate 1.2 % 1.0 % Dividend yield — % — % Fair value per warrant $ 0.73 $ 2.57 |
Schedule of changes in the fair value of warrant liabilities | The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Balance at December 31, 2020 $ — Additions pursuant to Merger 11,865 Transfer of Private Warrants to Public Warrants (1,485 ) Change in fair value (8,106 ) Balance at December 31, 2021 $ 2,274 |
Income Taxes - (Tables)
Income Taxes - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 Income tax provision: Non-US $ (71 ) $ (29 ) Federal — — State — — Provision for income taxes $ (71 ) $ (29 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the Company’s actual income tax expense is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.00 % 21.00 % State and local income taxes, net of federal benefit (9.65 )% 1.74 % Nondeductible expenses 0.53 % (0.85 )% Loan forgiveness (11.53 )% — % Warrant liabilities (55.32 )% — % Stock-based compensation (25.33 )% (4.27 )% Change in state tax rates 6.07 % (5.38 )% Change in valuation allowance 73.68 % (12.34 )% True-up (1.67 )% 2.16 % Foreign rate differential 0.28 % (1.17 )% (1.95 )% 0.89 % |
Schedule Of Deferred Tax Assets | The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and tax liabilities are as follows: Year Ended December 31, 2021 2020 Deferred tax assets: Accrued expense $ 64 $ 46 Sec. 263(a) 17 17 Stock-based compensation 477 131 ASC 842—Right of use lease liability 29 51 Fixed assets 194 168 Net operating losses 24,291 21,965 Tax credits 893 893 Other 6 19 Less: valuation allowance (25,971 ) (23,290 ) Total deferred tax assets $ — $ — |
Organization (Details)
Organization (Details) - Shapeways Inc [Member] Supplychainpartners in Millions, Customers in Millions | 12 Months Ended |
Dec. 31, 2021CountriesSupplychainpartnersCustomersAdditivetechnolgiesMaterialsandfinishes | |
Subsidiary, Sale of Stock [Line Items] | |
Number of manufacturing parts delivered | Supplychainpartners | 23 |
Number of customers | Customers | 1 |
Number of countries | Countries | 175 |
Number of utilization of additive technologies | Additivetechnolgies | 11 |
Minimum [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of materials and finishes | Materialsandfinishes | 100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 26, 2021 | Oct. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Impaired [Line Items] | ||||
Asset impairment charges | $ 0 | $ 0 | ||
Goodwill impairment loss | 0 | 0 | ||
Research and development expense | 6,281 | 5,592 | ||
Advertising expense | $ 1,887 | $ 448 | ||
Percentage of largest benefit greater than likelyhood of resolution for tax benefit measurement | 50.00% | |||
Weighted average shares included in computation of earning per share | 4,515,739 | 3,684,586 | ||
Tangible asset impairment charges | $ 0 | $ 0 | ||
IPO [Member] | ||||
Financing Receivable, Impaired [Line Items] | ||||
Stock issued during period new shares issued | 13,800,000 | |||
Sale of stock price per share | $ 10 | |||
Warrants exercise price per share | $ 11.50 | |||
Private Placement [Member] | Private Warrants [Member] | ||||
Financing Receivable, Impaired [Line Items] | ||||
Stock issued during period new shares issued | 4,110,000 | |||
Warrants exercise price per share | $ 1 | |||
Convesrion of promissory note, warrants issued | 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 79,677 | $ 8,564 |
Restricted cash | 142 | 145 |
Total | $ 79,819 | $ 8,709 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of useful lives of property plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computers and IT equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computers and IT equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 0 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of common stock equivalents outstanding were excluded from computation of diluted net loss per share (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock warrants | 18,410,000 | 0 |
Earnout Shares | 3,510,405 | 0 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested RSUs | 660,448 | 0 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of common stock shares issued following the consummation of merger (Details) - Reverse Recapitalization [Member] - Business Combination Elements To Unaudited consolidated Statement Of Cash Flows [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule Of Reconciliation Of Elements Of The business Combination To The Unaudited Consolidated Of Cash Flows [Line Items] | |
Less: transaction costs and advisory fees allocated to equity | $ (16,323) |
Effect of Merger, net of redemption, transaction costs and advisory costs | 86,792 |
PIPE Investment [Member] | |
Schedule Of Reconciliation Of Elements Of The business Combination To The Unaudited Consolidated Of Cash Flows [Line Items] | |
Payments to Acquire Businesses, Gross | 75,000 |
Galileo [Member] | |
Schedule Of Reconciliation Of Elements Of The business Combination To The Unaudited Consolidated Of Cash Flows [Line Items] | |
Payments to Acquire Businesses, Gross | $ 28,115 |
Reverse Recapitalization - Sc_2
Reverse Recapitalization - Schedule of reconciles the elements of business combination to the unaudited consolidated statement of changes in stockholders equity (Details) - Reverse Recapitalization [Member] - Business Combination Elements To Unaudited consolidated Statement Of Equity [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule Of Reconciliation Of Elements Of Business Combination to Changes In Stockholders Equity [Line Items] | |
Cash - Galileo trust and cash, net of redemption | $ 28,115 |
Less: transaction costs and advisory fees allocated to equity | (6,260) |
Effect of Merger, net of redemption, transaction costs and advisory costs | 10,036 |
Private Sponsor Warrant Liabilities [Member] | |
Schedule Of Reconciliation Of Elements Of Business Combination to Changes In Stockholders Equity [Line Items] | |
Less: fair value of Private and Sponsor Warrant liabilities | (11,865) |
Galileo [Member] | |
Schedule Of Reconciliation Of Elements Of Business Combination to Changes In Stockholders Equity [Line Items] | |
Non-cash net working capital assumed from Galileo | $ 46 |
Reverse Recapitalization - Sc_3
Reverse Recapitalization - Schedule of common stock shares issued following the consummation of business combination (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Beginning Balance (in Shares) | 32,184,263 |
Ending Balance (in shares) | 48,627,739 |
Common Stock [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Beginning Balance (in Shares) | 32,184,263 |
Ending Balance (in shares) | 48,627,739 |
Reverse Recapitalization [Member] | PIPE Investment [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Stock issued during period new shares issued | 7,500,000 |
Reverse Recapitalization [Member] | Founder and Representative Shares [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Stock issued during period new shares issued | 2,910,000 |
Reverse Recapitalization [Member] | Common Stock [Member] | Merger And Investment [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Stock issued during period new shares issued | 13,191,648 |
Reverse Recapitalization [Member] | Common Stock [Member] | Immediately After Business Combination [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Ending Balance (in shares) | 48,296,484 |
Reverse Recapitalization [Member] | Galileo [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Less: redemption of Galileo shares | (11,018,352) |
Reverse Recapitalization [Member] | Galileo [Member] | Common Stock [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Stock issued during period new shares issued | 2,781,648 |
Reverse Recapitalization [Member] | Shapeways Inc [Member] | Common Stock [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Stock issued during period new shares issued | 35,104,836 |
Reverse Recapitalization [Member] | Prior to business combination [Member] | Common Stock [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Business Combination [Line Items] | |
Beginning Balance (in Shares) | 13,800,000 |
Reverse Recapitalization - Sc_4
Reverse Recapitalization - Schedule of common stock shares issued following the consummation of business combination (Parenthetical) (Details) | Dec. 31, 2021shares |
Reverse Recapitalization [Abstract] | |
Earnout shares | 3,510,405 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Reverse Recapitalization [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Reverse Recapitalization [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Conversion of preferred and common stock issued upon exercise of warrants converted into aggregate number of shares of common stock | 301,750 | |||
Number of consecutive trading days to determine the trading price per share | 30 days | |||
Reverse Recapitalization [Member] | Pipe Investors [Member] | Subscription Agreement [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Stock issued during period new shares issued | 7,500,000 | |||
Purchase price per share | $ 10 | $ 10 | ||
Shared issued value | $ 75,000,000 | |||
Reverse Recapitalization [Member] | Trading Price One [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Volume weighted average trading price of common stock | 14 | $ 14 | ||
Reverse Recapitalization [Member] | Trading Price Two [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Volume weighted average trading price of common stock | $ 16 | $ 16 | ||
Earnout Restricted Stock Units [Member] | Reverse Recapitalization [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Number of restricted stock units granted | 493,489 | |||
Two Thousand Twenty One Equity Incentive Plan [Member] | Reverse Recapitalization [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Conversion of stock in to Aggregate number of options to purchase | 4,901,207 | |||
Shapeways Inc [Member] | Reverse Recapitalization [Member] | Galileo [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Aggregate merger consideration value | $ 406,000 | |||
Common Stock [Member] | Shapeways Inc [Member] | Reverse Recapitalization [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Conversion of stock shares issued | 35,104,836 | |||
Common stock, par value | $ 0.0001 | |||
Stock issued during period new shares issued | 35,104,836 | |||
Earnout Shares [Member] | Reverse Recapitalization [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Conversion of stock shares issued | 3,510,405 | |||
Earnout Shares [Member] | Reverse Recapitalization [Member] | Galileo [Member] | ||||
Reverse Recapitalization [Line Items] | ||||
Number of shares issued as merger consideration | 3,510,405 |
Revenue Recognition - Marketpla
Revenue Recognition - Marketplace sales (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |
Percentage of markup fee upon the sale of products through the marketplace | 3.50% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 33,623 | $ 31,775 |
Direct sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25,554 | 23,656 |
Marketplace sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,772 | 7,955 |
Software | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 297 | 164 |
Products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,772 | 7,955 |
Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 25,851 | $ 23,820 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue at beginning of year | $ 753 | $ 425 | |
Deferred revenue recognized during period | (33,623) | (31,823) | |
Additions to deferred revenue during period | 33,791 | 32,151 | |
Deferred revenue at end of year | 921 | 753 | |
Deferred revenue recognized | 753 | ||
Accounts receivable | $ 1,372 | $ 185 | $ 151 |
Revenue Recognition - Practical
Revenue Recognition - Practical expedients and exemptions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Practical Expedients, incremental costs of obtaining a contract | true |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ||
Raw materials | $ 735 | $ 521 |
Work-in-process | 28 | 36 |
Finished goods | 164 | 170 |
Total | $ 927 | $ 727 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 1,076 | $ 609 |
Prepaid insurance | 2,338 | 37 |
Security deposits | 0 | 259 |
VAT receivable | 945 | 975 |
Other current assets | 1 | 30 |
Total | $ 4,360 | $ 1,910 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,926 | $ 9,193 |
Less: Accumulated depreciation | (8,538) | (8,245) |
Property and equipment, net | 4,388 | 948 |
Depreciation expense | 593 | 473 |
Depreciation charged to cost of revenue | 460 | 324 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,438 | 5,659 |
Computers and IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 957 | 964 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 49 | 50 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,482 | $ 2,520 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses And Other Liabilities Current [Abstract] | ||
Accrued selling expenses | $ 522 | $ 947 |
Accrued compensation | 814 | 876 |
Interest payable | 0 | 612 |
Taxes payable | 328 | 477 |
Shapeways credits | 287 | 313 |
Other | 694 | 94 |
Total | $ 2,645 | $ 3,319 |
Commitments and Contingencies -
Commitments and Contingencies - Company's lease costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 839 | $ 2,217 |
Finance lease expense | 16 | |
Interest expense on finance lease liabilities | 1 | |
Short-term lease expense | 14 | |
Total lease cost | $ 839 | $ 2,248 |
Commitments and Contingencies_2
Commitments and Contingencies - Right of use assets and lease liabilities for operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Right-of-use assets, net | $ 842 | $ 2,102 |
Total lease assets | 842 | 2,102 |
Liabilities: | ||
Operating lease liabilities, current | 639 | 1,222 |
Non-current liabilities: Operating lease liabilities, net of current portion | 326 | 1,094 |
Total lease liability | $ 965 | $ 2,316 |
Commitments and Contingencies_3
Commitments and Contingencies - Weighted-average (Details) | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term for operating leases | 1 year 9 months 29 days |
Weighted-average incremental borrowing rate | 5.33% |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental cash flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary Of Leases Supplemental Cash Flow Information [Abstract] | ||
Operating cash flows from operating leases | $ 928 | $ 2,346 |
Operating cash flows from finance leases | 1 | |
Financing cash flows from finance leases | 18 | |
Lease liabilities arising from obtaining right-of-use assets | $ 4,445 |
Commitments and Contingencies_5
Commitments and Contingencies - Future minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 675 | |
2023 | 210 | |
2024 | 129 | |
2025 | 1 | |
Total minimum lease payments | 1,015 | |
Less effects of discounting | (50) | |
Present value of future minimum lease payments | $ 965 | $ 2,316 |
Commitments and Contingencies_6
Commitments and Contingencies - (Details) - Desktop Metal [Member] - USD ($) $ in Millions | Mar. 26, 2021 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Long-term Purchase Commitment, Amount | $ 20 | |
Purchase obligation | $ 20 | |
Payments to Acquire desktop metal | $ 4.5 | |
Property purchase payable | $ 15.5 |
Borrowing Arrangements - Term L
Borrowing Arrangements - Term Loan (Details) - USD ($) $ in Thousands | Oct. 29, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Interest expense | $ 17 | $ 19 | |
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 5,000 | ||
Interest rate | 3.50% | ||
Fee in the event of liquidity event | 75 | ||
Interest expense | $ 60 | $ 162 | |
Prime Rate [Member] | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 0.25% |
Borrowing Arrangements - Dutch
Borrowing Arrangements - Dutch landlord loan (Details) € in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | May 12, 2014EUR (€) | |
Debt Instrument [Line Items] | |||
Interest expense | $ | $ 17 | $ 19 | |
Dutch Landlord Loan [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | € | € 242 | ||
Interest rate | 8.50% |
Borrowing Arrangements - Outsta
Borrowing Arrangements - Outstanding debt obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 0 | $ 10,568 |
Less: current portion | 0 | (8,332) |
Long-term debt | 0 | 2,236 |
Dutch Landlord Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 0 | 163 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 0 | 3,423 |
Convertible Promissory Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 0 | 5,000 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 0 | $ 1,982 |
Borrowing Arrangements - Conver
Borrowing Arrangements - Convertible promissory notes (Details) - USD ($) $ in Thousands | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 19, 2019 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 17 | $ 19 | |||
Common Stock, Shares, Outstanding | 48,627,739 | 32,184,263 | |||
Legacy Shapeways [Member] | Post Business Combination [Member] | |||||
Debt Instrument [Line Items] | |||||
Common Stock, Shares, Outstanding | 1,189,558 | ||||
Legacy Shapeways [Member] | Unpaid And Accrued Interest [Member] | |||||
Debt Instrument [Line Items] | |||||
Common Stock, Shares, Outstanding | 217,183 | ||||
Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Common Stock, Shares, Outstanding | 48,627,739 | 32,184,263 | 31,921,259 | ||
Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 5,000 | ||||
Interest rate | 8.00% | ||||
Conversion price defined as percentage of next equity price per share | 70.00% | ||||
Interest expense | $ 309 | $ 400 | |||
Debt conversion convertible instrument amount | $ 5,000 | ||||
Debt instrument unpaid and accrued interest | $ 913 | ||||
Convertible Notes Payable [Member] | Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt conversion converted instrument shares issued | 1,434,391 | ||||
Convertible Notes Payable [Member] | Common Stock [Member] | Unpaid And Accrued Interest [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt conversion converted instrument shares issued | 261,884 |
Borrowing Arrangements - Payche
Borrowing Arrangements - Paycheck protection program loan (Details) - USD ($) $ in Thousands | May 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Interest expense | $ 17 | $ 19 | |
PPP Loan | |||
Debt Instrument [Line Items] | |||
Amount of loan received | $ 1,982 | ||
Accrues interest at annual rate | 1.00% | ||
Interest expense | $ 0 | ||
PPP Loan | Other Income [Member] | |||
Debt Instrument [Line Items] | |||
Principal and interest amount of loan forgiven | 2,000 | ||
PPP Loan | Shapeways Inc [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 18 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) | Dec. 31, 2021$ / sharesshares | Sep. 30, 2021shares | Sep. 29, 2021shares | May 10, 2021$ / sharesshares | Jun. 30, 2017$ / sharesshares | Apr. 22, 2015$ / sharesshares | Feb. 03, 2014$ / sharesshares | Dec. 18, 2013$ / sharesshares | Mar. 08, 2013$ / sharesshares | Sep. 30, 2021Day$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||
Recapitalization conversion ratio | 0.8293 | |||||||||||
Common stock, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock voting rights | one vote per share | |||||||||||
Common stock, shares issued | 48,627,739 | 48,627,739 | 32,184,263 | |||||||||
Common stock, shares outstanding | 48,627,739 | 48,627,739 | 32,184,263 | |||||||||
Warrants expiry term | 5 years | 5 years | ||||||||||
Redemption price (per warrant) | $ / shares | $ 0.01 | |||||||||||
Redemption notice period | 30 days | |||||||||||
Redemption share price basis | $ / shares | $ 18 | |||||||||||
Redemption share price basis number of days | Day | 20 | |||||||||||
Redemption, registration statement to be maintained | Day | 30 | |||||||||||
Public Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
Warrant outstanding | 15,295,612 | 15,295,612 | 13,800,000 | |||||||||
Number of shares purchased | 1 | 1 | ||||||||||
Warrants exercisable period | 30 days | |||||||||||
Legacy Shapeways Series A-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Legacy Shapeways Series A-2 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Legacy Shapeways Series B Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Legacy Shapeways Series B-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Legacy Shapeways Series C Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Legacy Shapeways Series D Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Legacy Shapeways Series E Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | |||||||||||
Prior to Merger [Member] | Public Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant outstanding | 13,800,000 | |||||||||||
Legacy Shapeways Common Stock Warrants [Member] | Legacy Shapeways Series B-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants exercised for number of shares of preferred stock | 23,125 | |||||||||||
Legacy Shapeways Common Stock Warrants [Member] | Executing a Loan Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase of stock and warrants | 248,000 | 40,000 | ||||||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | ||||||||||
Expiraiton period of warrants from the original issuance date | 7 years | |||||||||||
Expiraiton period of warrants from the effective date of an initial public offering | 5 years | |||||||||||
Legacy Shapeways Common Stock Warrants [Member] | Amended Loan Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase of stock and warrants | 13,750 | |||||||||||
Exercise price of warrants | $ / shares | $ 1.70 | |||||||||||
Expiration date of warrants | Apr. 22, 2025 | |||||||||||
Legacy Shapeways Common Stock Warrants [Member] | Prior to the Business Combination [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding | 212,234 | 212,234 | ||||||||||
Outstanding warrants exercised in aggregate of shares of common stock | 255,917 | |||||||||||
Legacy Shapeways Preferred Stock Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 2.5946 | $ 5.2584 | $ 2.5946 | |||||||||
Warrants exercisable period from the date of grant | 10 years | 10 years | ||||||||||
Number of warrants exercised | 57,051 | 23,125 | ||||||||||
Warrants exercised for number of shares of Common stock | 107,580 | |||||||||||
Legacy Shapeways Preferred Stock Warrants [Member] | Legacy Shapeways Series B-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase of stock and warrants | 23,125 | |||||||||||
Legacy Shapeways Preferred Stock Warrants [Member] | Legacy Shapeways Series D Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase of stock and warrants | 57,051 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value of stock-based compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 0.17 | $ 0.18 |
Expected volatility , minimum | 57.09% | 49.13% |
Expected volatility , maximum | 57.81% | 53.50% |
Risk-free interest rate , mininum | 0.50% | 0.37% |
Risk-free interest rate , maximum | 0.57% | 1.46% |
Dividend yield | 0.00% | 0.00% |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 3.80 | |
2010 Stock Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 1.14 | |
Expected term (in years) | 3 years | |
Expected volatility | 67.00% | |
Risk-free interest rate | 0.93% | |
Dividend yield | 0.00% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 18 days | 6 years 14 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months 18 days | 5 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of the Company's restricted stock unit activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Outstanding at January 1, 2021 ,Restricted Stock Units | shares | 0 |
Granted , Restricted Stock Units | shares | 1,070,812 |
Forfeited, Restricted Stock Units | shares | (364) |
Vested, Restricted Stock Units | shares | (410,000) |
Outstanding at December 31, 2021, Restricted Stock Units | shares | 660,448 |
Exercisable at December 31, 2021, Restricted Stock Units | shares | 0 |
Outstanding at January 1, 2021,Weighted Average Grant Date Fair Value per Share | $ / shares | $ 0 |
Granted,Weighted Average Grant Date Fair Value per Share | $ / shares | 2.58 |
Forfeited , Weighted Average Grant Date Fair Value per Share | $ / shares | 1.06 |
Vested , Weighted Average Grant Date Fair Value per Share | $ / shares | 3.80 |
Outstanding at December 31, 2021,Weighted Average Grant Date Fair Value per Share | $ / shares | 3.80 |
Exercisable at December 31, 2021,Weighted Average Grant Date Fair Value per Share | $ / shares | $ 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Underlying Options | ||
Outstanding at beginning | 8,247,340 | |
Retroactive application of reverse recapitalization | (1,967,440) | |
Granted | 29,420 | |
Forfeited | (203,970) | |
Exercised | (1,298,963) | |
Outstanding at ending | 4,806,387 | 8,247,340 |
Exercisable | 4,515,739 | |
Weighted Average Exercise Price | ||
Outstanding at beginning (in dollars per share) | $ 0.44 | |
Retroactive application of reverse recapitalization (in dollars per share) | 0 | |
Granted (in dollars per share) | 0.36 | |
Forfeited (in dollars per share) | 0.44 | |
Exercised (in dollars per share) | 0.45 | |
Outstanding at ending (in dollars per share) | 0.63 | $ 0.44 |
Exercisable (in dollars per share) | $ 0.64 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding (in years) | 6 years 6 months 25 days | 6 years 8 months 19 days |
Granted (in years) | 9 years 25 days | |
Exercisable (in years) | 6 years 5 months 23 days | |
Aggregate Intrinsic Value (in thousands) | ||
Exercised | $ 9,450 | |
Aggregate Intrinsic Value | 14,438 | |
Exercisable | $ 13,504 | |
Cumulative Effect Adjusted [Member] | ||
Shares Underlying Options | ||
Outstanding at beginning | 6,279,900 | |
Outstanding at ending | 6,279,900 | |
Weighted Average Exercise Price | ||
Outstanding at beginning (in dollars per share) | $ 0.58 | |
Outstanding at ending (in dollars per share) | $ 0.58 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding (in years) | 6 years 7 months 20 days |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Average exercise price per share | $ 0.63 | $ 0.44 | |
Number of shares awarded | 29,420 | ||
Stock Compensation Expense | $ 1,349,000 | $ 721,000 | |
Selling, General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock Compensation Expense | $ 1,297 | $ 721 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized compensation expense expected to be recognized over the weighted average period | 2 years 9 months 3 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1,610 | ||
Unrecognized compensation expense | $ 684 | ||
2010 Stock Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 16,942,546 | ||
Percentage of exchange ratio used to determine the number of restricted stock units granted as right to receive | (10.00%) | ||
Aggregate number of options to purchase | 4,901,207 | ||
Average exercise price per share | $ 0.62 | ||
2010 Stock Plan [Member] | Legacy Shapeways Stock Option [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of recapitalization conversion ratio for conversion in to common stock | 90.00% | ||
2021 Equity Incentive Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 7,621,401 | ||
Number of shares awarded | 1,070,812 | ||
Number of shares remain available for issuance | 6,550,589 | ||
Weighted-average grant-date fair value per stock option granted | $ 0.17 | $ 0.18 | |
Unrecognized compensation expense | $ 64,000 | ||
Unrecognized compensation expense expected to be recognized over the weighted average period | 1 year 9 months 3 days | ||
Number of shares available for purchase | 895,721 | ||
Number of shares purchased | 0 |
Fair Value Measurements - Initi
Fair Value Measurements - Initial measurement (Details) - Private Placement Warrants - Level 3 | Dec. 31, 2021sharesyr | Sep. 29, 2021sharesyr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.2 | 1 |
Stock price on valuation date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 3.71 | 8.54 |
Exercise price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | 11.50 |
Expected life | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | yr | 4.75 | 5 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 56.4 | 43.9 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.73 | 2.57 |
Fair Value Measurements - Subse
Fair Value Measurements - Subsequent measurement (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Additions pursuant to Merger | $ 11,865,000 |
Transfer of Private Warrants to Public Warrants | (1,485) |
Change in fair value | (8,106,000) |
Fair value, End period | $ 2,274,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Held-to-maturity Securities [Line Items] | ||
Share price | $ 0.17 | $ 0.18 |
Liabilities: | ||
Earn Out Shares Outstanding Shares | 3,510,405 | |
Earnout Shares [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Estimated fair value of the shares recognized as a deemed dividend | $ 18,132 | |
Convertible Note [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt conversion convertible instrument amount | $ 500 | |
Nonrecurring | Earnout Shares [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of shares estimated based on trading price of common stock | $ 7.70 | |
Sponsor Warrants [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Share price | $ 1 | |
Sponsor Warrants [Member] | Convertible Note [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt conversion converted instrument warrants issued | 500,000 | |
Private Warrants [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Warrant outstanding | 3,114,388 | |
Private Warrants [Member] | IPO [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Warrant outstanding | 4,110,000 | |
Level 3 | ||
Liabilities: | ||
Warrant liability | $ 2,274 | |
Level 3 | Warrant Liability | Recurring | ||
Liabilities: | ||
Warrant liability | $ 2,274 | $ 0 |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Line Items] | ||
Valuation allowance for deferred tax assets | $ 25,971 | $ 2,681 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2038 | |
Domestic Tax Authority [Member] | ||
Valuation Allowance [Line Items] | ||
Operating Loss Carryforwards | $ 101,309 | |
operating loss carryforwards not utilized | 71,122 | |
Operating Loss Carry forwards Utilized | 30,187 | |
State and Local Jurisdiction [Member] | ||
Valuation Allowance [Line Items] | ||
Operating Loss Carryforwards | $ 104,880 |
Income Taxes - Schedule of prov
Income Taxes - Schedule of provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax provision: | ||
Non-US | $ (71) | $ (29) |
Federal | 0 | 0 |
State | 0 | 0 |
Provision for income taxes | $ (71) | $ (29) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State and local income taxes, net of federal benefit | (9.65%) | 1.74% |
Nondeductible expenses | 0.53% | (0.85%) |
Loan forgiveness | (11.53%) | 0.00% |
Warrant liabilities | (55.32%) | 0.00% |
Stock-based compensation | (25.33%) | (4.27%) |
Change in state tax rates | 6.07% | (5.38%) |
Change in valuation allowance | 73.68% | (12.34%) |
True-up adjustments | (1.67%) | 2.16% |
Foreign rate differential | 0.28% | (1.17%) |
Effective Income Tax Rate Reconciliation, Percent | (1.95%) | 0.89% |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Net [Abstract] | ||
Accrued expense | $ 64 | $ 46 |
Sec. 263(a) | 17 | 17 |
Stock-based compensation | 477 | 131 |
ASC 842—Right of use lease liability | 29 | 51 |
Fixed assets | 194 | 168 |
Net operating losses | 24,291 | 21,965 |
Tax credits | 893 | 893 |
Other | 6 | 19 |
Less: valuation allowance | (25,971) | (23,290) |
Total deferred tax assets | $ 0 | $ 0 |
Significant Concentrations (Det
Significant Concentrations (Details) - Additivetechnolgies | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Payable [Member] | Other Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Number of major vendor accounts payable over ten percent benchmark | 0 | 0 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Vendor One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 32.00% | 32.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Vendor Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 25.00% | 10.00% |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Major Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 11.00% |
Number of major vendor over ten percent benchmark | 1 | 1 |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Other Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Number of major vendor over ten percent benchmark | 0 | 0 |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Number of major vendor accounts payable over ten percent benchmark | 2 | 5 |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Major Vendor One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | 18.00% |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Major Vendor Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 15.00% |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Major Vendor Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.00% | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Major Vendor Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Major Vendor Five [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Major Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 23.00% | 21.00% |
Number of customers over ten percent benchmark | 1 | 1 |
Major Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Number of major customers accounts receivableover ten percent benchmark | 2 | 2 |
Other Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers over ten percent benchmark | 0 | 0 |
Other Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Number of major customers accounts receivableover ten percent benchmark | 0 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party Note [Member] - Officer [Member] - USD ($) $ in Thousands | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 175 | |||
Debt instrument interest rate stated percentage | 0.88% | |||
Debt weighted average interest rate | 0.78% | |||
Debt instrument maturity date | Aug. 10, 2021 | |||
Merger Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock repurchased during period shares | 19,226 |