United States securities and exchange commission logo
August 5, 2021
Alberto Recchi
Chief Financial Officer
Galileo Acquisition Corp.
1049 Park Ave. 14A
New York, NY 10028
Re: Galileo Acquisition
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 22, 2021
File No. 333-256935
Dear Mr. Recchi:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
7, 2021 letter.
Amendment No. 1 to Form S-4
Frequently Used Terms, page 1
1. We have reviewed your
response to prior comment 2. Please amend to include a
discussion of the term
Conversion Ratio consistent with your response, including the
illustrative example
and that the conversion ratio cannot be determined until immediately
prior to the Effective
Time; clarify that the referenced section of "The Business
Combination and Related
Transactions," is within the section of Unaudited Pro Forma
Condensed Combined
Financial Information. We further note, pursuant to our prior
comment 3, you have the
term Conversion Ratio under Questions and Answers About the
Proposals; include this
term under Frequently Used Terms, and define therein or provide a
cross-reference to a
more detailed definition.
Alberto Recchi
FirstName LastNameAlberto Recchi
Galileo Acquisition Corp.
Comapany
August NameGalileo Acquisition Corp.
5, 2021
August
Page 2 5, 2021 Page 2
FirstName LastName
Q: What interests do Galileo's initial shareholders, Sponsor..., page 22
2. We note your response to comment 8. Please revise to state the current
trading prices and
aggregate values of each of the securities discussed in the first two
bullets. Include the
amount of out-of-pocket expenses incurred by the officers and
directors and their
affiliates.
Comparative Per Share Information, page 54
3. We note your response to prior comment 14. Please revise to provide
Net income per
ordinary/ common share, redeemable for Galileo for the three months
ended March 31,
2021 or advise us on your presentation, as you appear to have provided
an amount for
Shapeways. Additionally, the notation for endnote (4) under Shapeways
Equivalent Pro
Forma Per Share Data appears to relate to endnote (3) discussing the
calculation of
equivalent per share data for Shapeways, and you appear to also have
omitted endnote
(5). Please amend to revise or advise.
Provisions in the Proposed Charter, page 74
4. We note your response to comment 17. Please ensure that the exclusive
forum provision
in the governing documents states clearly that the provision does not
apply to actions
arising under the Exchange Act, 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.
We may not be able to establish a strategic relationship with Desktop Metal...,
page 90
5. We note your revisions in response to comment 1 regarding the
Memorandum of
Understanding with Desktop Metal. Please revise your disclosure in
this section to discuss
the material terms of the Memorandum of Understanding including the
obligation to
purchase $20 million in materials, timeframe to fulfill your
obligation and any related
risks with such commitment.
Comparison of Shareholder Rights under the Applicable Organizational Documents
Before and
After the Domestication, page 122
6. We note your response to comment 18. Please revise to address this
potential conflict of
interest, even though Galileo is not aware of any officer or director
of Galileo that was
required to forego presenting any opportunity to acquire a target
business to Galileo as a
result of a pre-existing fiduciary contractual obligation.
Background of the Business Combination, page 147
7. We note your disclosure that the parties ultimately agreed to lower
the Merger
Consideration from the amount reflected in the LOI to $406 million.
Please revise to
disclose the amount of the consideration and the post-Closing Earnout
Terms that was
reflected in the LOI.
Alberto Recchi
Galileo Acquisition Corp.
August 5, 2021
Page 3
Certain Projected Financial Information, page 157
8. Please define the meaning of Adjusted EBITDA as used herein; if such
measure has the
same meaning as used in Shapeways' MD&A discussion on page 243, you
may consider
providing a cross-reference to such disclosure.
Shapeway's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 235
9. Please remove the reconciliation of estimated Net income (loss) to
estimated Adjusted
EBITDA from Shapeways' MD&A for the projected periods presented.
Additionally we
are unclear whether the reconciliation of estimated Net income (loss)
to estimated
Adjusted EBITDA for the projected periods was included in forecasts
provided by
Shapeways to Galileo's management.
If such information was provided by Shapeways to Galileo's
management in support
of the five-year forecast, please tell us how you considered
Question 101.03 of the
Division's Non-GAAP Compliance and Disclosure Interpretations,
including whether
such forecasted estimated Net income (loss) and the
reconciliation of estimated Net
income (loss) to estimated Adjusted EBITDA for the projected
periods presented
should be disclosed. If you determine that such forecasts should
continue to be
disclosed, amend your joint proxy statement/ prospectus to
include the reconciliation
and a discussion about your material assumptions and estimates
used in arriving at
the estimated Net income (loss) amounts within Certain Projected
Financial
Information to provide context to investors;
If such information was not provided by Shapeways to Galileo's
management, please
tell us your basis for including the reconciliation of estimated
Net income (loss) to
estimated Adjusted EBITDA for the projected periods presented.
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
August 5, 2021 Page 3 Office of
Manufacturing
FirstName LastName