United States securities and exchange commission logo
July 7, 2021
Alberto Recchi
Chief Financial Officer
Galileo Acquisition Corp.
1049 Park Ave. 14A
New York, NY 10028
Re: Galileo Acquisition
Corp.
Registration
Statement on Form S-4
Filed June 9, 2021
File No. 333-256935
Dear Mr. Recchi:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 Registration Statement
Cover Page
1. We note your disclosure
that the PIPE Investors include certain existing Shapeways
stockholders and a
strategic investor that has entered into a commercial relationship with
Shapeways. Please
revise to elaborate on the "commercial relationship."
Frequently Used Terms, page 1
2. Please include a
discussion for the definition of Merger Consideration, and clarify how
the term differs from
Stockholder Merger Consideration disclosed on page 7. Disclose
that the Conversion
Ratio will be 0.83-to-1 per share, whereby for each issued and
outstanding share of
common stock held by Shapeways Stockholders, such
shareholders will
receive 0.83 shares of new common stock of Galileo in the Business
Alberto Recchi
FirstName LastNameAlberto Recchi
Galileo Acquisition Corp.
Comapany
July 7, 2021NameGalileo Acquisition Corp.
July 7,2 2021 Page 2
Page
FirstName LastName
Combination. Your discussion should also disclose how you arrived at
the Merger
Consideration aggregate value of $406,000,000, and disclose material
inputs including
whether cash will be issued or debt assumed.
Questions and Answers About the Proposals
Q: What will happen in the Business Combination, page 15
3. Please expand your disclosures herein and under the Question What will
Shapeways
Stockholders receive in the Business Combination to disclose the
Conversion Ratio.
What equity stake will current Public Shareholders, the Sponsor, the initial
shareholders and the
Shapeways Stockholders hold in the Company, page 17
4. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
5. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
6. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
7. It appears that the underwriting fees remain constant and are not
adjusted based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
What interests do Galileo's initial shareholders, Sponsor, current officers,
directors and advisors
have in the Business Combination, page 18
8. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
9. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Alberto Recchi
Galileo Acquisition Corp.
July 7, 2021
Page 3
10. Please revise the first bullet to quantify the number of Sponsor
Shares.
11. We note your disclosure of percentages of certain fees. Please revise
to provide the dollar
amount for such fees.
Q: What happens if a substantial number of Galileo's Public Shareholders...,
page 20
12. We note herein and throughout your joint proxy statement/ prospectus
that a condition to
closing of the merger, which may be waived by Shapeways, is that
Galileo shall have at
closing at least $100 million in cash and cash equivalents after given
effect to completion
and payment of redemptions. Given the pro forma combined financial
information
assuming maximum redemption as of March 31, 2021 reflects a balance in
cash and cash
equivalents below this threshold, please discuss how this condition is
assumed to have
been met herein and throughout the filing where the maximum redemption
is given pro
forma effect.
Selected Historical Financial Information of Shapeways, page 45
13. Please expand the selected historical financial information for
Shapeways to provide the
comparative three months ended March 31, 2020 data. Also, please
remove the
designated columnar headings of unaudited and audited herein, as well
as in the selected
historical financial information for Galileo, as the selected
information has been derived
from financial information provided elsewhere in the proxy statement/
prospectus.
Comparative Per Share Information, page 49
14. Please revise your computation of pro forma combined historical book
value per share as
discussed to mean total shareholders' equity (deficit) divided by
total outstanding shares or
tell us why you believe the use of weighted average common shares
outstanding is
appropriate. Additionally given that you present Net income (loss) per
share using the
two-class method, clarify that Net income per share for Galileo
pertains only to such
entity's outstanding non-redeemable ordinary shares, and the weighted
average shares
outstanding combines both the company's redeemable and non-redeemable
shares.
Further, expand the columnar headings of Galileo and Shapeways to
include the term
historical as provided elsewhere in the proxy statement/ prospectus.
Risk Factors
Risks Related to the Business Combination, page 51
15. Disclose the material risks to unaffiliated investors presented by
taking the company
FirstName LastNameAlberto Recchi
public through a merger rather than an underwritten offering. These
risks could include
Comapany NameGalileo
the absence of dueAcquisition Corp. by an underwriter that would be
subject to liability
diligence conducted
July 7, for
2021any material
Page 3 misstatements or omissions in a registration
statement.
FirstName LastName
Alberto Recchi
FirstName LastNameAlberto Recchi
Galileo Acquisition Corp.
Comapany
July 7, 2021NameGalileo Acquisition Corp.
July 7,4 2021 Page 4
Page
FirstName LastName
Since the Sponsor and Galileo's directors and officers have interests that are
different..., page 56
16. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
Provisions in the Proposed Charter and Bylaws and Delaware law may, page 66
17. Please ensure your disclosures on pages 66, 102, 162 and 268 are
consistent with the
proposed exclusive forum provisions in your certificate of
incorporation. In that regard,
we note your disclosure on page 66 indicates that any action arising
under the Securities
Act will have concurrent jurisdiction in the Court of Chancery and the
federal district
court for the District of Delaware. This is inconsistent with your
provision set forth on
page A-5. Please revise your disclosures on pages 66, 102, 162 and 268
to accurately
disclose the scope of your exclusive forum provision. If your
exclusive provision does not
apply to actions arising under the Exchange Act, please also ensure
that the exclusive
forum provision in the governing documents states this clearly, or
tell us how you will
inform investors in future filings that the provision does not apply
to any actions arising
under the Exchange Act. It does not appear that your bylaws include an
exclusive forum
provision so please update your disclosure accordingly.
Proposal 1: The Domestication Proposal
Comparison of Shareholder Rights under the Applicable Organizational Documents
Before and
After the Domestication, page 111
18. We note your disclosure on page 115 that the Galileo charter waived
the corporate
opportunities doctrine. Please address this potential conflict of
interest and whether it
impacted your search for an acquisition target.
Background of the Business Combination, page 140
19. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, structure,
valuation, consideration,
proposals and counter-proposals, and size of PIPE. In your revised
disclosure, please
explain the reasons for the terms, each party's position on the
issues, and how you reached
agreement on the final terms.
20. We note your disclosure on page 144 that Galileo submitted a financial
model outlining
the proposed economics of the deal. Please revise to list the proposed
economics, and
note any changes to the economics throughout the negotiation period.
21. Please elaborate on the reasons for abandoning the discussions with
Company D. Please
more specifically discuss concerns regarding market conditions and,
industries and
geographic areas in which Company D operated.
Alberto Recchi
FirstName LastNameAlberto Recchi
Galileo Acquisition Corp.
Comapany
July 7, 2021NameGalileo Acquisition Corp.
July 7,5 2021 Page 5
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FirstName LastName
Certain Projected Financial Information, page 149
22. We note you disclose the projections Shapeways' management provided
Galileo were
prepared with a view to public disclosure or in compliance with GAAP,
the published
guidelines of the SEC, or the guidelines established by the AICPA for
preparation and
presentation of prospective financial information. This appears to
conflict with your risk
factor disclosure that none of these projections or forecasts were
prepared with such a
view. Please advise and revise as necessary.
23. Please revise to include the historical financial performance and
five-year forecast that
Shapeways management provided to Galileo. Please indicate whether the
projections are
in line with historic operating trends. If they are not, your
disclosure should address why
the change in trends is appropriate or the assumptions are reasonable.
24. We note the overview of the assumptions listed on page 150. Please
revise to include the
actual material estimates and hypothetical assumptions.
25. Please disclose the assumptions regarding the customer base for your
projected revenues.
Unaudited Pro Forma Condensed Combined Financial Information
The Business Combination and Related Transactions, page 191
26. Please revise the table on page 192 to disclose the sponsor and its
affiliates total potential
ownership interest in the combined company, assuming exercise and
conversion of all
securities.
Galileo - Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 211
27. Please revise your disclosures for the periods presented consistent
with the financial
information presented within the amended results provided in your
amended Form 10-K
filed on May 26, 2021.
Manufacturing and Suppliers, page 222
28. Please file the Memorandum of Understanding with Desktop Metal as an
exhibit to the
proxy statement/prospectus.
Government Regulations, page 223
29. We note your disclosure on page 91 that Shapeways maintains certain
procedures to
screen items that they manufacture on behalf of customers for
infringement on the
intellectual property rights of others. Please describe the procedures
for screening, and
please discuss regulations regarding trademarks, patents, trade
secrets or other intellectual
property rights that are applicable to the business.
Alberto Recchi
FirstName LastNameAlberto Recchi
Galileo Acquisition Corp.
Comapany
July 7, 2021NameGalileo Acquisition Corp.
July 7,6 2021 Page 6
Page
FirstName LastName
Shapeways' Related Party Transactions, page 253
30. Note 14 references a promissory note with an officer of Shapeways with
an aggregate
principal balance and accrued interest of $151,000 due as of December
31, 2020. Please
advise or revise to disclose this related party transaction.
Description of Securities
Description of Galileo Securities Prior to the Domestication and the Business
Combination
Ordinary Shares, page 262
31. We note your disclosure on page 263 that certain shareholders agreed
to waive their
redemption rights. Please describe any consideration provided in
exchange for this
agreement.
Report of Independent Registered Public Accounting Firm
Shapeways, Inc., page F-45
32. Please amend to have your former independent registered public
accounting firm provide
a report stating that the audit was conducted in accordance with the
standards of the Public
Company Accounting Oversight Board (United States). Additionally
ensure such
report includes all relevant elements noted in PCAOB Auditing Standard
3101 including
paragraph 9, or tell us why the current audit report addressing the
"auditing" standards of
the PCAOB is appropriate and include supporting guidance.
Signatures, page II-6
33. Please identify the principal executive officer, the principal
financial officer, and
the controller or principal accounting officer.
General
34. We note that Shapeways CEO Greg Kress discussed the business
combination in an
interview published on May 5, 2021. Please tell us whether Shapeways
believes that the
interview would be considered a solicitation subject to the proxy
rules, and whether
they are relying on Rule 14a-12 of the Exchange Act. If so, please
explain how the
conditions of Rule 14a-12 have been met.
35. Please disclose the anticipated use of the funds from the Trust and
PIPE
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Alberto Recchi
Galileo Acquisition Corp.
July 7, 2021
Page 7
You may contact Beverly Singleton at 202-551-3328 or Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Asia Timmons-Pierce at 202-551-3754
with any other
questions.
FirstName LastNameAlberto Recchi Sincerely,
Comapany NameGalileo Acquisition Corp.
Division of
Corporation Finance
July 7, 2021 Page 7 Office of
Manufacturing
FirstName LastName