Shapeways, Inc. entered into a definitive merger agreement to acquire Galileo Acquisition Corp. (NYSE:GLEO) for approximately $410 million in a reverse merger transaction on April 28, 2021. The business combination values Shapeways at a $410 million pro forma enterprise value, at the $10.00 per share PIPE price which implies an equity value of $605 million assuming minimal redemptions by Galileo shareholders. Shapeways expects the merger with Galileo will provide it up to $195 million of gross proceeds, coming from funds raised by Galileo in its initial public offering and $75 million in a private investment in public equity. 60% shareholders of Shapeways, 28% of SPAC and founders shares and 12% of PIPE investors will hold proforma ownership in combined entity. Cash proceeds will primarily be used to accelerate Shapeways' metal additive manufacturing capabilities, expand the Company's material and technology offerings to extend market reach and grow customer share of wallet as well as to provide additional working capital. Upon closing of the transaction, the combined company will be named Shapeways Holdings, Inc. and is expected to remain listed on the NYSE under the new ticker symbol, SHPW. The combined company will be led by Greg Kress, Shapeways' Chief Executive Officer.

The transaction contains customary conditions to Closing, including the following mutual conditions of the parties: (i) approval of the shareholders of Galileo and Shapeways; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing the Transaction; (iv) the Registration Statement having been declared effective by the SEC; (v) the satisfaction of the $5,000,001 minimum net tangible asset test by Galileo; (vi) approval of the Galileo common stock for listing on NYSE; (vii) consummation of the Domestication; and (viii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement, (ix) consents required to be obtained from or made with any third Person. Each Lock-Up Agreement and the Non-Competition Agreement shall be in full force and effect along with Registration Rights Agreement, Escrow Agreement and other Ancillary agreements in accordance with the terms thereof as of the Closing. The Boards of Directors of both Galileo and Shapeways have unanimously approved the transaction. As a result of the signing of a definitive agreement, Galileo will have until October 22, 2021 to consummate the Business Combination. The meeting of the shareholders of Galileo is scheduled on August 18, 2021. As of September 7, 2021, the registration statement was declared effective. As of September 28, 2021, the transaction was approved by Galileo shareholders. The transaction is expected to close in the summer of 2021. The transaction is expected to close in third quarter of 2021.

Bryan Dow, Stephen Butkow, Alysa Craig, Seth Rubin, Bill Bunting, Craig DeDomenico, Mark White and Sean Andrews of Stifel Financial Corp. is serving as the exclusive financial and capital markets advisor to Shapeways. EarlyBirdCapital is serving as financial and capital markets advisor to Galileo. Needham & Company and Craig-Hallum are acting as capital markets advisors to Galileo. Hozefa Botee, John H. Olson, Jeffrey R. Vetter, Jerry Ku, Aaron Rubin, Jaime Narayan and Romica Singh of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is serving as legal advisor to Shapeways, and Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP is serving as legal advisor to Galileo. ICR is serving as investor relations and communications advisor to Shapeways. Craig-Hallum Capital Group LLC acted as financial advisor to Galileo Acquisition and Galileo Acquisition will pay Advisor a one-time cash fee of $0.6 million for financial services rendered. Morrow Sodali LLC acted as the information agent and Continental Stock Transfer & Trust Company acted as transfer agent to Galileo. Galileo will pay to Morrow Sodali a fee of $22,500 plus associated disbursements. Stifel Financial Corp. (NYSE:SF) acted as the transfer agent to Galileo Acquisition Corp.

Shapeways, Inc. completed the acquisition of Galileo Acquisition Corp. (NYSE:GLEO) in a reverse merger transaction on September 29, 2021. The combined company has been renamed Shapeways Holdings, Inc. Its common stock and public warrants are expected to begin trading on the NYSE on September 30 under the new tickers “SHPW” and “SHPW.WS”, respectively.