8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2021

GALILEO ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39092	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1049 Park Ave. 14A
New York, NY 10028
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (347) 517-1041

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one Ordinary Share and one Redeemable Warrant	GLEO.U	The New York Stock Exchange
Ordinary Shares, par value $0.0001 per share	GLEO	The New York Stock Exchange
Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share	GLEO WS	The New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)    

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))    

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

On April 28, 2021, Galileo Acquisition Corp. (NYSE: GLEO.U, GLEO and GLEO WS), a special purpose acquisition company organized under the laws of the Cayman Islands (“Galileo”), issued a press release announcing the execution of a definitive Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (the “Merger Agreement”), with Shapeways, Inc., a Delaware corporation (“Shapeways”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, a Delaware subsidiary of Galileo will merge with and into Shapeways, with Shapeways surviving the merger as a wholly-owned subsidiary of Galileo (the “Merger”).

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an e-mail from Shapeways to its employees concerning the Merger (the “Employee E-Mail”).

Attached as Exhibit 99.2 to the Current Report on Form 8-K and incorporated into this Item 7.01 by reference is FAQ for employees shared in an internal view only Google doc concerning the Merger (the “FAQ Employees”).

Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an e-mail from Shapeways to its customers concerning the Merger (the “Customer E-Mail”).

Attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an e-mail from Shapeways to its business partners concerning the Merger (the “Partners E-Mail”).

Attached as Exhibit 99.5 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a blog post by Shapeways concerning the Merger (the “Blog Post”).

The Employee E-Mail, FAQ Employees, Customer E-Mail, Partners E-Mail and Blog Post are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This report contains, and certain oral statements made by representatives of Galileo and Shapeways and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Galileo’s and Shapeways’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Galileo’s and Shapeways’ expectations with respect to future performance of Shapeways, anticipated financial impacts of the proposed transaction (the “Transaction”), the anticipated addressable market for Shapeways, the satisfaction of the closing conditions to the Transaction, the pre-money valuation of Shapeways (which is subject to certain inputs that may change prior to the closing of the Transaction and is subject to adjustment after the closing of the Transaction), and the timing of the closing of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of Galileo and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) a default by one or more of the investors in the PIPE on its commitment, and Galileo's failure to retain sufficient cash in its trust account or find replacement financing in order to meet the $100 million minimum cash condition in the Merger Agreement; (3) the inability to consummate the Transaction, including due to failure to obtain approval of the shareholders of Galileo or other conditions to the closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Transaction; (5) the inability to obtain the listing of Galileo’s securities on NYSE following the Transaction; (6) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of Shapeways to grow and manage growth economically and hire and retain key employees; (8) costs related to the Transaction; (9) changes in applicable laws or regulations; (10) the effect of the COVID-19 pandemic on Galileo or Shapeways and their ability to consummate the Transaction; (11) the possibility that Galileo or Shapeways may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the registration/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the Securities and Exchange Commission (the “SEC”) made by Galileo or Shapeways. Galileo and Shapeways caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Galileo or Shapeways undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

Readers are referred to the most recent reports filed with the SEC by Galileo. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Galileo undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Information Sources; No Representations

The Employee E-Mail, FAQ Employees, Customer E-Mail, Partners E-Mail and Blog Post have been prepared for use by Shapeways in connection with the Transaction. The information therein does not purport to be all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of Galileo derived entirely from Galileo and all information relating to the business, past performance, results of operations and financial condition of Shapeways derived entirely from Shapeways. No representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication as to future performance.

No representations or warranties, express or implied, are given in respect of the press release, Employee E-Mail, FAQ Employees, Customer E-Mail,Partners E-Mail and Blog Post.. To the fullest extent permitted by law in no circumstances will Galileo or Shapeways, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the Employee E-Mail, FAQ Employees, Customer E-Mail, Partners E-Mail and Blog Post, their contents, any omissions, reliance on information contained within them, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of Shapeways has been derived, directly or indirectly, exclusively from Shapeways and has not been independently verified by Galileo.

Important Information About the Transactions and Where to Find It

Galileo and Shapeways will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Galileo, which will include a prospectus with respect to Galileo’s securities to be issued in connection with the proposed merger and a proxy statement of Galileo with respect to Galileo’s shareholder meeting at which Galileo’s shareholders will be asked to vote on the proposed merger and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of a record date to be established for voting on the proposed merger and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Galileo with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Galileo at 1049 Park Ave. 14A New York, NY 10028. Information filed with the SEC is also available on the SEC’s website at www.sec.gov.

Participants in the Solicitation

Galileo and Shapeways and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Galileo ordinary shares in respect of the proposed business combination. Galileo shareholders and other interested persons may obtain more detailed information regarding the names and interests in the Transaction of Galileo’s directors and officers in Galileo’s and Shapeways’ filings with the SEC, including when filed, the S-4 and the Proxy Statement. These documents can be obtained free of charge from the sources indicated above.

Disclaimer

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
99.1	Employee E-Mail
99.2	FAQ Employees
99.3	Customer E-Mail
99.4	Partners E-Mail
99.5	Blog Post

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GALILEO ACQUISITION CORP.
	By:	/s/ Luca Giacometti
		Name: Luca Giacometti
		Title: Chief Executive Officer and Chairman
Dated: April 28, 2021

EX-99.1

Exhibit 99.1 

EMAIL SUBJECT: Shapeways Plans to Go Public

Dear Shapeways Team,

We are excited to announce an amazing milestone for Shapeways as we plan to go public. This milestone will be accomplished through a merger with an already publicly traded special purpose acquisition company (SPAC), Galileo Acquisition Corp. (NYSE: GLEO).

We will continue to operate under the Shapeways name and there will be no immediate changes to our team or how we do business. It is expected that when the deal is complete, the combined companies will continue to be traded on the NYSE under the new ticker symbol “SHPW”. The boards of directors of both Shapeways and Galileo have unanimously approved the proposed transaction, which is expected to be completed in 3Q 2021.

There is still work to be done to close this transaction. But once the merger is complete, it will deliver significant financial resources to accelerate our strategic growth plans. With this transaction we will be well positioned as a public company to become the leader in digital manufacturing. The funds from this transaction will enable Shapeways to accelerate our investment in new hardware and material capabilities, launch new markets, develop dedicated industry vertical strategies, increase our part envelope beyond additive manufacturing, and accelerate the commercialization of our software.

However, as we enter this new chapter, there are some rules we must all follow. The SEC has strict guidelines governing publicity. To avoid delays or any other repercussions the SEC might impose if we do not adhere to these rules, we must avoid speaking publicly about this process and our business metrics and financials. Accordingly, I ask that you refrain from making any personal statements about this event, any company milestones, or anything performance related in open forums during the timeline from this announcement until the deal is closed -- this includes conversations or emails to friends, family, customers, partners, or prospects as well as social media posts on Facebook, Twitter, LinkedIn, etc. Instead, please only repost articles and other posts from our Shapeways corporate feeds on LinkedIn, Twitter, etc. without additional personal commentary to greatly reduce the possibility of any infraction.

If someone asks you about the process of going public or company fundamentals, the best response is something polite like, “We’re really proud and excited, but I don’t know many details about it.” If pushed further, you can say something like, “I can’t speak to that, but I would be happy to connect you with the appropriate team members who may be able.”

Should you receive any press inquiries, please forward details of the inquiry to press@shapeways.com, who can help handle media requests appropriately during this sensitive time. Understanding that communications are highly regulated through this process, please know that we will continue to share updates with you as we have more to report.

It is an exciting time for everyone at Shapeways and I want to take this moment and thank you for your continued hard work, dedication, and support toward helping us achieve our vision and business goals. We look forward to this next chapter, as we continue to reshape manufacturing.

Please join us for a team conference call at 9:00am ET where we will go over this announcement further. Meeting details are included below.

Best,

Greg, Jennifer and Miko

###

Important Information About the Transactions and Where to Find It

Galileo and Shapeways will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Galileo, which will include a prospectus with respect to Galileo’s securities to be issued in connection with the proposed merger and a proxy statement of Galileo with respect to Galileo’s shareholder meeting at which Galileo’s shareholders will be asked to vote on the proposed merger and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of a record date to be established for voting on the proposed merger and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Galileo with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Galileo at 1049 Park Ave. 14A New York, NY 10028. Information filed with the SEC is also available on the SEC’s website at www.sec.gov.

EX-99.2

Exhibit 99.2 

Shapeways Employee FAQ

1. What is Shapeways announcing?

We are announcing that we’ve made the decision to take Shapeways public through a merger agreement with Galileo Acquisition Corp., a Special Purpose Acquisition Company (SPAC). Through this transaction, Shapeways is expected to become publicly traded on the New York Stock Exchange (NYSE).

2. Who is Galileo Acquisition Corp?

Galileo Acquisition Corp. is a Special Purpose Access Company (SPAC). It raised $138 million in its initial public offering on October 22, 2019 and is listed on the NYSE under the symbol “GLEO.”

3. What is a SPAC?

A SPAC is a company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

4. Why did Shapeways decide to enter into this agreement?

As you know, we have been looking for the best funding path for the company. We decided to enter into this transaction because we thought it was the appropriate next step for the company and the right timing for our shareholders, employees, partners, and clients. Going forward, this transaction will provide us financial flexibility to execute, and in many ways accelerate, our strategy to drive the next wave of digital manufacturing services and will provide us with the flexibility to grow organically and through acquisitions.

5. When will Shapeways go public?

We expect the Transaction to close in the third quarter of 2021, at which point Shapeways intends to continue trading on the NYSE, as Galileo currently does. There are still several steps to reach the closing of this agreement, so that timing may change.

6. How does this impact Shapeways’ strategy as a company?

This transaction, while a milestone in the company’s history, does not impact our company vision, strategy, or operations. We remain focused on executing our growth plan and offering more customers access to high quality manufacturing through our digital manufacturing platform.

7. Will the CEO remain the same?

Yes. Greg Kress will remain CEO of Shapeways, and the leadership team will remain intact.

8. What does this mean for Shapeways employees?

This transaction is a milestone in our evolution as a company and is an affirmation of the tremendous focus and hard work of our global team to drive results and put us on a sound path as a company. We should be proud of what we’ve accomplished, and each of you has played an important and highly meaningful role in making that happen.

While this transaction doesn’t change our priorities and strategy as a company, being a publicly traded company will come hand-in-hand with certain financial and business reporting requirements that will require some shifts in team and individual responsibilities. Additionally, we will continue to accelerate our hiring and plans for growth between now and the deal close, known as the deSPAC process.

If you are a current Shapeways equity holder, we will be reaching out in due course to advise on how this merger will impact your options and/or shares.

More information will be communicated in the weeks ahead.

9. Can Shapeways employees purchase GLEO stock?

Between our merger announcement today and the deal close expected in Q3 2021, Shapeways employees are not permitted to purchase GLEO stock. We will soon provide more details about upcoming opportunities and parameters for purchasing Shapeways stock.

10. Can I tell my friends to invest or post about this event on social media?

The SEC has strict guidelines governing publicity. To avoid delays or any other repercussions the SEC might impose if we do not adhere to these rules, we must avoid speaking publicly about this process and our business metrics and financials.

Accordingly, we ask that you refrain from making any personal statements about this event, any company milestones, or anything performance related in open forums during the timeline from this announcement until the deal is closed -- this includes conversations or emails to friends, family, customers, partners, or prospects as well as social media posts on Facebook, Twitter, LinkedIn, etc. Instead, please only repost articles and other posts from our Shapeways corporate feeds on LinkedIn, Twitter, etc. without additional personal commentary to greatly reduce the possibility of any infraction.

If someone asks you about the process of going public or company fundamentals, the best response is something polite like, “We’re really proud and excited, but I don’t know many details about it.” If pushed further, you can say something like, “I can’t speak to that, but I would be happy to connect you with the appropriate team members who may be able.” 

11. What do I do or say if contacted by the media?

Do not engage with the media directly, on any topic. Our investor relationship team is best suited to determine the best response or course of action. Should you receive any press inquiries, please forward details of the inquiry to press@shapeways.com, who can help handle media requests appropriately during this sensitive time.

12. What will Shapeways’ stock symbol be?

We intend to trade as “SHPW” on NYSE.

13. How does this impact the work that my team or I will do?

In the weeks ahead, there will be a number of steps we need to take as a company to prepare for being publicly traded. More information will be communicated to leaders and teams as plans take shape.

14. Where can I get additional information?

If you have any questions, please feel free to reach out to your respective C-T member who can route your inquiry through the proper channels.

###

Important Information About the Transactions and Where to Find It

Galileo and Shapeways will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Galileo, which will include a prospectus with respect to Galileo’s securities to be issued in connection with the proposed merger and a proxy statement of Galileo with respect to Galileo’s shareholder meeting at which Galileo’s shareholders will be asked to vote on the proposed merger and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of a record date to be established for voting on the proposed merger and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Galileo with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Galileo at 1049 Park Ave. 14A New York, NY 10028. Information filed with the SEC is also available on the SEC’s website at www.sec.gov.

EX-99.3

Exhibit 99.3 

Dear [Customer]

I have exciting news to share with you about the future of Shapeways!

Earlier today, we announced a business combination agreement with Galileo Acquisition Corp. (NYSE: GLEO), a publicly traded special purpose acquisition company (SPAC). We are on track to close the transaction in Q3 2021, at which point Shapeways expects to continue trading on the NYSE under the ticker symbol ‘SHPW’.

Following this transaction, Shapeways will be even better positioned to serve as your Digital Manufacturing services platform of choice. We’ll be steadily expanding our catalog of materials and our ensemble of manufacturing and 3D printing solutions to support your ever-evolving needs. Joining the public markets is the logical next step for our company, as this new source of capital will provide greater financial flexibility with which to pursue our expansion plans and grow our market leadership.

I want you to know that we are committed to remaining the digital manufacturing partner you can trust. We can assure you that there will be no impact on our relationship – it will be business as usual. We will continue to operate as Shapeways always has, with the same end-to-end digital manufacturing services, responsive customer support and top-quality production that you have come to rely on and expect from us.

Thank you for the continued opportunity to serve you. We are embarking on a new chapter in Shapeways’ story, and are confident that our new structure will continue to best serve your needs now and into the future.

Best,

[Fname Lname]

[Title]

Shapeways

###

Important Information About the Transactions and Where to Find It

Galileo and Shapeways will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Galileo, which will include a prospectus with respect to Galileo’s securities to be issued in connection with the proposed merger and a proxy statement of Galileo with respect to Galileo’s shareholder meeting at which Galileo’s shareholders will be asked to vote on the proposed merger and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of a record date to be established for voting on the proposed merger and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Galileo with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Galileo at 1049 Park Ave. 14A New York, NY 10028. Information filed with the SEC is also available on the SEC’s website at www.sec.gov.

EX-99.4

Exhibit 99.4 

Dear [Partner],

I have exciting news to share with you about the future of Shapeways! 

Earlier today, we announced  a merger with Galileo Acquisition Corp. (NYSE: GLEO), a publicly traded special purpose acquisition company (SPAC). We are on track to close the transaction in Q3 2021, at which point Shapeways expects to continue trading on the NYSE under the ticker symbol ‘SHPW’. 

Following this transaction, Shapeways will be even better positioned to expand our catalog of materials, accelerate our adoption of new manufacturing technologies, as well as fortify our collaborations with Shapeways’ partners. Additionally, we’ll invest more in R&D, enhance our purpose-built software and extend our reach into new vertical markets and geographies.

Joining the public markets is the logical next step for our company, as this new source of capital will provide greater financial flexibility with which to pursue our expansion plans and grow our market leadership. 

I want you to know that we are committed to remaining a dedicated digital manufacturing partner. We will continue to operate as Shapeways always has, with the same overarching focus on delivering market-leading digital manufacturing services backed by a world-class ecosystem of partners like you.

Thank you for the continued opportunity to work with you as a valued member of our global network of partners. We are embarking on a new chapter in Shapeways’ story and are confident that our new structure will continue to empower all of us to best serve the needs of the market together.

Best,

[Fname Lname]

[Title]

Shapeways

###

Important Information About the Transactions and Where to Find It

Galileo and Shapeways will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Galileo, which will include a prospectus with respect to Galileo’s securities to be issued in connection with the proposed merger and a proxy statement of Galileo with respect to Galileo’s shareholder meeting at which Galileo’s shareholders will be asked to vote on the proposed merger and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of a record date to be established for voting on the proposed merger and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Galileo with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Galileo at 1049 Park Ave. 14A New York, NY 10028. Information filed with the SEC is also available on the SEC’s website at www.sec.gov.

EX-99.5

Exhibit 99.5 

Shapeways and Galileo Announce Merger to Take Digital Manufacturing to the NYSE

How do you fully digitize the end-to-end manufacturing process so you can deliver high-quality, low-volume, high-mix production at compelling economics? Over the last decade, Shapeways has been built from the ground up with this idea in mind. Today, we are still only at the infancy of a digital transformation in manufacturing, and Shapeways is well positioned to both participate in and contribute significantly to this industry growth.

To that end, we have taken steps to accelerate our strategic plan, which now includes a business combination with Galileo Acquisition Corp. (NYSE: GLEO), a publicly traded special purpose acquisition company (SPAC). This merger is on track to close in Q3 2021, at which point Shapeways is expected to become a publicly traded company on the NYSE under the ticker symbol ‘SHPW’. Following this transaction, we will be even better positioned to serve our customers as their Digital Manufacturing partner of choice.

A Partner for Growth

We are very excited to be working with the Galileo team, whom we have built a strong relationship with over the past few quarters.  Galileo brings significant experience as a successful SPAC sponsor while complementing our international and domestic expertise to further expand Shapeways’ global reach.

Over the past three years, the Shapeways team has collectively worked to transform our offerings and go-to-market strategy to make an even bigger impact on digital manufacturing. A key component to our growth-to-date has been the relationships with our customers which has led to a high level of repeat revenue. In 2020, 88% of Shapeways’ revenue came from existing customers. Shapeways’ software was built to enable g deep integrations with our customers, connecting seamlessly with their systems and infrastructure to become a mission critical component of their business.

Equally important is Shapeways’ global network of printer, materials and manufacturing partners. We have assembled a world-class partner ecosystem and global supply chain to drive on-demand manufacturing with speed and agility.

Moving forward, we see a clear opportunity to utilize our technology to accelerate adoption in key markets, including industrial, medical, automotive and aerospace segments. Continued expansion of materials usage encompasses advanced polymers and industrial metals, as well as materials across composites and ceramics. In addition, we have the opportunity to expand beyond our core markets of North American and Europe to Asia.

1

Our legacy has included shaping the way digital manufacturing could be done, and we are committed to continuing to lead this industry and shape how digital manufacturing will be done in the future as well.

The Future of Digital Manufacturing is Now

The additive manufacturing industry is approaching an inflection point, as it moves from prototyping parts and tooling to quality production at scale. In our opinion, this will unlock even greater global adoption and drive significant growth over the next decade. The digital manufacturing market is expected to grow from around $39 billion today to more than $120 billion over the next decade, representing a 12% Compounded Annual Growth Rate (CAGR), according to industry reports.

The industry is already making major progress to overcome many of the challenges that have traditionally hindered adoption, including characteristics such as speed, quality, materials availability (particularly in metals), part size, and overall digitalization of the end-to-end manufacturing process.

This is where Shapeways stands out most with our purpose-built, end-to-end proprietary software that has been developed and refined with sizable investments by its current shareholders and IP contributions by our team to deliver the market’s best offerings at scale. Currently utilizing 11 additive manufacturing technologies and more than 90 materials and finishes, with the ability to easily scale new innovation, Shapeways provides a broad range of solutions to our customers –which today exceeds more than one million customers across 160 countries.

Our agnostic approach to both manufacturing hardware and materials complements members of our hardware ecosystem, such as Desktop Metal, EOS and HP, along with material providers such as BASF, DSM, and Henkel. This allows us to quickly adapt to market shifts and our customers’ evolving needs, which are more critical now than ever, given the current pressures on the economy and supply chains during the global market recovery.

A New Chapter for Shapeways

With respect to the key terms of the proposed transaction, the combined company is expected to have an estimated enterprise equity value of $605 million at closing.

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As a further demonstration of their continued commitment to Shapeways, and further validation of our strategic plan and ability to create value, the current major shareholders who participated in past private financing rounds will remain equity holders in the combined company after the transaction, and also invest in the PIPE. These prominent firms include: Lux Capital, Union Square Ventures, Andreessen Horowitz, and INKEF Capital. The PIPE is anchored by leading financial investors, Miller Value and XN, and Desktop Metal, a publicly listed strategic investor which will help accelerate Shapeways timeline to effectively expand into metals as part of our strategy to add to our materials mix.

With this capital injection, we plan to invest $100 million in CAPEX over the next five years into new technologies and materials to fuel our growth, overall. Ultimately, our scalable financial model will provide Shapeways with the opportunity to consolidate the highly fragmented additive manufacturing market, capitalize on sizable market opportunities, deliver superior offerings and customer service, and create significant shareholder value.

On behalf of the Shapeways management team, I would like to thank all of the Shapeways employees, customers, partners, and investors who have been instrumental in getting Shapeways to this point. Thank you again for joining us on an amazing journey, and most importantly, sticking with us as we plot a new path ahead for the Company and the industry-at-large.

We look forward to updating you on our progress.

All the Best,

Greg Kress

CEO, Shapeways

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Important Information About the Transactions and Where to Find It

Galileo and Shapeways will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Galileo, which will include a prospectus with respect to Galileo’s securities to be issued in connection with the proposed merger and a proxy statement of Galileo with respect to Galileo’s shareholder meeting at which Galileo’s shareholders will be asked to vote on the proposed merger and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of a record date to be established for voting on the proposed merger and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Galileo with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Galileo at 1049 Park Ave. 14A New York, NY 10028. Information filed with the SEC is also available on the SEC’s website at www.sec.gov.

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