UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
As previously disclosed, 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”), entered into the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with Shapeways, Inc., a Delaware corporation (“Shapeways”), related to a proposed business combination (the “Transaction”), and as described in greater detail in a Current Report on Form 8-K filed by Galileo with the Securities and Exchange Commission (“SEC”) on April 30, 2021.
On September 7, 2021, Galileo issued a press release announcing that, as of September 7, 2021, the SEC has declared effective the registration statement on Form S-4 (as amended, the “Registration Statement”) filed by Galileo in connection with the Transaction and that an extraordinary general meeting (the “Meeting”) of Galileo’s shareholders will be held as a virtual meeting on September 28, 2021 at 10:00 a.m., Eastern Time. For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be 1345 Avenue of the Americas, 11th, Floor, New York, NY 10105. The purpose of the Meeting is to vote on certain proposals related to the Transaction that are disclosed in the definitive proxy statement included in the Registration Statement. To register and receive access to the virtual meeting, registered shareholders and beneficial holders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement included in the Registration Statement. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
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 and the satisfaction of the closing conditions to the proposed 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 private investment in Galileo 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) the inability to obtain the listing of Galileo’s securities on NYSE following the Transaction; (5) 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; (6) costs related to the Transaction; (7) changes in applicable laws or regulations; (8) the effect of the COVID-19 pandemic on Galileo or Shapeways and their ability to consummate the Transaction; (9) the possibility that Galileo or Shapeways may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties identified in the Registration Statement, including those under “Risk Factors” therein, and in other filings with the SEC made by Galileo. 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. Neither Galileo nor 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.
Information Sources; No Representations
The press release has been prepared for use by Galileo and 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. 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 press release, its contents (including without limitation any projections or models), any omissions, reliance on information contained within it, 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. Neither the independent auditors of Galileo nor the independent auditors of or Shapeways audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in the press release and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the press release.
Important Information About the Transactions and Where to Find It
Galileo and Shapeways will file relevant materials with the SEC, and Galileo has filed the Registration Statement declared effective by the SEC on September 7, 2021, which includes the definitive prospectus with respect to Galileo’s securities to be issued in connection with the proposed Transaction and the definitive proxy statement of Galileo with respect to the Meeting at which Galileo’s shareholders will be asked to vote on the proposed Transaction and related matters. GALILEO’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT GALILEO, SHAPEWAYS AND THE TRANSACTION. The definitive proxy statement contained in the Registration Statement and other relevant materials for the Transaction will be mailed to shareholders of Galileo as of August 2, 2021, the record date established for voting on the proposed Transaction and related matters, on or about September 10, 2021. The Registration Statement, which includes the definitive proxy statement and other relevant materials in connection with the Transaction, 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.
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 Transaction. 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 filings with the SEC, including the Registration 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 | Press Release, dated September 7, 2021 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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: September 7, 2021 | ||