Filed Pursuant to Rule 424(b)(3)​

 Registration No. 333-256935​

JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
DATED SEPTEMBER 7, 2021​

To the Shareholders of Galileo Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of Galileo Acquisition Corp. (“Galileo”), which will be held virtually at 10 a.m., Eastern Time, on September 28, 2021. In light of ongoing developments related to the novel coronavirus, after careful consideration, Galileo has determined that the Meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of Galileo’s shareholders, directors and management team. For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the physical place of the meeting will be at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. You or your proxyholder will be able to attend and vote at the Meeting by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (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 accompanying joint proxy statement/consent solicitation statement/prospectus.

On April 28, 2021, Galileo entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity from and after the closing of the transactions contemplated by the Merger Agreement as representative of the Galileo shareholders (other than holders of securities of Shapeways) in accordance with the terms of the Merger Agreement (the “Purchaser Representative”), Shapeways, Inc., a Delaware corporation (“Shapeways”) and Fortis Advisors LLC, in the capacity from and after the Closing as the representative of the Shapeways Stockholders in accordance with the terms of the Merger Agreement (the “Seller Representative”), as it may be amended and supplemented from time to time, and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). You are being asked to vote on the Business Combination.

It is proposed that, upon the effectiveness of the Business Combination (the “Closing”), Galileo will change its name to “Shapeways Holdings, Inc.” Galileo and Shapeways, following the Business Combination, are both referred to herein as the “Company” or the “Combined Company.”

As a result of and upon the Closing, among other things, all outstanding stock of Shapeways will be cancelled in exchange for the right to receive newly issued shares of common stock of the Company, par value $0.0001 per share (“Common Stock”); other outstanding Shapeways securities will be exchanged for rights to receive new shares of Common Stock and/or securities convertible into or exercisable for new shares of Common Stock. The total consideration received by securityholders of Shapeways from Galileo at the Closing will have an aggregate value equal to $406,000,000 (the “Merger Consideration”). The Merger Consideration deliverable to Shapeways stockholders will be allocated pro rata, after giving effect to the required conversion of all of the outstanding shares of Shapeways preferred stock into shares of Shapeways common stock immediately prior to, and contingent upon, the Closing.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, Galileo will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware pursuant to the Domestication (defined below) and (ii) at the Closing, and following the Domestication and the PIPE Investment (defined below), Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity and wholly-owned subsidiary of Galileo, and with each Shapeways stockholder receiving shares of Common Stock (as further described below).

Simultaneously with the execution of the Merger Agreement, Galileo and Shapeways entered into subscription agreements with investors (the “PIPE Investors”) for an aggregate of $75,000,000 for 7.5 million shares of Common Stock (the “PIPE Shares”) at a price of $10.00 per share in a private placement in Galileo (the “PIPE Investment”) to be consummated simultaneously with the Closing. Consummation of the PIPE Investment is conditioned on the concurrent Closing of the Business Combination and other customary closing conditions. Each PIPE Investor has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Galileo’s Trust Account (the “Trust Account”) held for its public shareholders, and has agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

The PIPE Investors include certain existing Shapeways stockholders. Desktop Metal, a supplier to Shapeways, has also agreed to invest $20 million in the PIPE. Upon consummation of this investment, Shapeways will be obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. Shapeways and Desktop Metal will also negotiate the terms of a strategic partnership, although there is no definitive agreement as to the terms of any such relationship and there can be no assurance that the parties will enter into any such relationship or if it will be commercially successful.

Galileo’s units, ordinary shares and warrants are traded on the New York Stock Exchange (“NYSE”) under the symbols “GLEO.U,” “GLEO”, and “GLEO WS”, respectively. On August 31, 2021, the closing sale prices of Galileo’s units, ordinary shares and warrants were $11.11, $10.04, and $1.05, respectively. At the Closing of the Business Combination, each unit of Galileo will separate into its components, consisting of one share of common stock and one warrant (each warrant entitling the holder thereof to purchase one share of common stock) and the units will cease to exist as separate securities. Galileo intends to apply for the listing of the common stock and warrants on the NYSE following the completion of the Business Combination under the symbols “SHPW” and “SHPW WS,” respectively.

Only holders of record of ordinary shares of Galileo, par value $0.0001 per share (the “Ordinary Shares”), at the close of business on August 2, 2021 (the “Record Date”), are entitled to notice of the Meeting and the right to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

This joint proxy statement/consent solicitation statement/prospectus provides Galileo shareholders with detailed information about the Business Combination and other matters to be considered at the Meeting. Galileo urges its shareholders to carefully read this entire document and the documents incorporated herein by reference. Galileo shareholders should also carefully consider the risk factors described in “Risk Factors” beginning on page 57 of this joint proxy statement/consent solicitation statement/prospectus.

This joint proxy statement/consent solicitation statement/prospectus incorporates by reference important business and financial information about Galileo from documents Galileo has filed with the Securities and Exchange Commission that are not included in or delivered with this joint proxy statement/consent solicitation statement/prospectus and other filings of Galileo with the Securities and Exchange Commission by visiting its website at www.sec.gov or requesting them in writing or by telephone from Galileo at the following address:

Alberto Recchi
Galileo Acquisition Corp.
1049 Park Ave. 14A, New York, NY 10028
Telephone at (347) 517-1041

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by September 21, 2021 in order to receive them before the Meeting.

After careful consideration, Galileo’s board of directors has approved the Merger Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Meeting (the “Proposals”) is in the best interests of Galileo and recommends that you vote or give instruction to vote “FOR” each of those Proposals.

The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and what may be best for a Galileo director’s personal interests when determining to recommend that Galileo shareholders vote for the Proposals presented at the Meeting. See the sections entitled “The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a further discussion.

Your vote is very important.   To ensure your representation at the Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying joint proxy statement/consent solicitation statement/​prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of Galileo’s board of directors, I would like to thank you for your support of Galileo and look forward to a successful completion of the Business Combination.

Very truly yours,

Luca Giacometti
Chairman and Chief Executive Officer
Galileo Acquisition Corp.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the Proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/​CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/consent solicitation statement/prospectus or determined that the accompanying joint proxy statement/consent solicitation statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/consent solicitation statement/prospectus is dated September 7, 2021 and is first being mailed to the shareholders of Galileo on or about September 10, 2021.

 

LETTER TO SHAPEWAYS STOCKHOLDERS

Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo”), Galileo Acquisition Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Purchaser Representative”), Fortis Advisors LLC, a Delaware limited liability company (the “Seller Representative”) and Shapeways, Inc., a Delaware corporation (“Shapeways”), Merger Sub will merge with and into Shapeways (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Shapeways surviving the merger as a wholly owned subsidiary of Galileo.

The enclosed joint proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of Shapeways’ board of directors to request that Shapeways’ stockholders as of the record date of September 1, 2021 execute and return written consents to adopt the Merger Agreement and approve the Business Combination.

The joint proxy statement/consent solicitation statement/prospectus describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex C to the joint proxy statement/consent solicitation statement/​prospectus.

A summary of the appraisal rights that may be available to you is described in the joint proxy statement/​consent solicitation statement/prospectus in the subsection entitled “The Business Combination — Appraisal Rights — Appraisal Rights of Shapeways’ Stockholders.” Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Merger Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the joint proxy statement/consent solicitation statement/prospectus.

Shapeways’ board of directors has considered the Business Combination and the terms of the Merger Agreement and has determined unanimously that the Business Combination and the Merger Agreement are fair to and in the best interests of Shapeways and Shapeways’ stockholders and recommends that Shapeways’ stockholders adopt the Merger Agreement and approve the Business Combination by submitting a written consent. As described in this joint proxy statement/consent solicitation statement/prospectus, certain stockholders of Shapeways, whose ownership interests collectively represent the outstanding shares of Shapeways common stock and Shapeways preferred stock sufficient to approve the Business Combination on behalf of Shapeways, are parties to a support agreement with Galileo whereby such stockholders agreed to vote all of their shares of Shapeways common stock and Shapeways preferred stock in favor of approving the Business Combination and other proposed transactions contemplated by the Merger Agreement.

Please complete, date and sign the written consent furnished with the joint proxy statement/consent solicitation statement/prospectus and return it promptly to Shapeways by one of the means described in the section entitled “Shapeways’ Solicitation of Written Consents.”

If you have any questions concerning the Merger Agreement, the Business Combination, the consent solicitation or the accompanying joint proxy statement/consent solicitation statement/prospectus, or if you have any questions about how to deliver your written consent, please email investors@shapeways.com and shapeways_solicitation@gunder.com or contact Shapeways, Inc. at 30-02 48th Avenue, Long Island City, NY 11101, Attention: Chief Financial Officer.

 

 

ADDITIONAL INFORMATION

The accompanying document is the joint proxy statement/consent solicitation statement/prospectus of Galileo for the Meeting, the consent solicitation statement for the Shapeways stockholders and the prospectus for the securities of Galileo following the Domestication and Business Combination. This joint proxy statement/​consent solicitation statement/prospectus is available upon written or oral request. This document and other filings by Galileo with the Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to the attention of Galileo’s Chief Financial Officer at Galileo Acquisition Corp., 1049 Park Ave. 14A, New York, NY 10028 or by telephone at (347) 517-1041.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if Galileo public shareholders have questions about the Proposals or the accompanying joint proxy statement/consent solicitation statement/prospectus, would like additional copies of the accompanying joint proxy statement/consent solicitation statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact the proxy solicitor for Galileo, Morrow Sodali LLC:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GLEO.info@investor.morrowsodali.com

Galileo shareholders will not be charged for any of the documents that they request.

See the section entitled “Where You Can Find More Information” of the accompanying joint proxy statement/consent solicitation statement/prospectus for further information.

Information contained on the Shapeways website, or any other website, is expressly not incorporated by reference into this joint proxy statement/consent solicitation statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than September 21, 2021 (five business days before the date of the Meeting).

 

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GALILEO ACQUISITION CORP.
1049 Park Ave. 14A
New York, NY 10028

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON SEPTEMBER 28, 2021

TO THE SHAREHOLDERS OF GALILEO ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo”), will be held at 10 a.m., Eastern Time, on September 28, 2021. In light of ongoing developments related to the novel coronavirus, after careful consideration, Galileo has determined that the Meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of Galileo’s shareholders, directors and management team. For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the physical place of the meeting will be 1345 Avenue of the Americas, 11th, Floor, New York, NY 10105. You are cordially invited to attend the Meeting online by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company. The Meeting will be held for the purpose of considering and voting on the proposals (the “Proposals”) described below and in the accompanying joint proxy statement/consent solicitation statement/prospectus. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders of Galileo (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 this joint proxy statement/consent solicitation statement/prospectus. Only registered shareholders will be able to submit questions through the virtual meeting format, as further described in the accompanying joint proxy statement/​consent solicitation statement/prospectus.

At the Meeting, Galileo shareholders will be asked to consider and vote on the following Proposals:

(1)

Proposal 1 — The Domestication Proposal — To consider and vote upon a Proposal by special resolution to (a) change the domicile of Galileo pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”). The Domestication will be effected immediately prior to the consummation of the Business Combination (as defined below) by Galileo filing a Certificate of Corporate Domestication and the Proposed Charter in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A with the Delaware Secretary of State and filing an application to de-register Galileo with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Galileo will become a Delaware corporation and all outstanding securities of Galileo will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus. At the time of the Domestication, simultaneously with the adoption of the Proposed Charter, the Galileo board of directors (the “Galileo Board”) intends to adopt Bylaws (the “Bylaws”) in the form appended to this joint proxy statement/consent solicitation statement/prospectus as Annex B. The Domestication Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”

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(2)

Proposal 2 — The Business Combination Proposal — To consider and vote upon a Proposal by ordinary resolution to approve the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (as amended or supplemented from time to time, the “Merger Agreement”), by and among Galileo, Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement as representative of the Galileo shareholders (other than holders of securities of Shapeways) for the purposes set forth in the Merger Agreement (the “Purchaser Representative”), Shapeways, Inc., a Delaware corporation

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1

 

(“Shapeways”) and Fortis Advisors LLC, in the capacity from and after the Closing as representative of the Shapeways Stockholders (the “Seller Representative”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity of the Business Combination and becoming a subsidiary of Galileo as described in more detail in the attached joint proxy statement/consent solicitation statement/​prospectus.

A copy of the Merger Agreement is appended to the accompanying joint proxy statement/​consent solicitation statement/prospectus as Annex C. The Business Combination Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 2: The Business Combination Proposal.”

(3)

Proposal 3 — The Charter Proposal — To consider and vote on a Proposal by special resolution to approve, in connection with the Merger, the replacement of the Current Charter with the proposed new certificate of incorporation (the “Proposed Charter”) of Galileo (a corporation incorporated in the State of Delaware, following the Domestication, assuming that the Domestication is approved by the Galileo shareholders), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A, to be effective upon the Domestication, assuming the filing with and acceptance by the Delaware Secretary of State of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law, pursuant to which the name of the surviving corporation will be changed to “Shapeways Holdings, Inc.” The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Galileo shareholders. The Charter Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 3: The Charter Proposal.”

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(4) – (9)

Proposals 4 – 9 — The Organizational Documents Proposals — To consider and vote, on an advisory and non-binding basis, on six separate Proposals by ordinary resolution to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Merger is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal). The Organizational Documents Proposals are described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”

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(10)

Proposal 10 — The Share Escrow Amendment Proposal — To consider and vote on a Proposal by ordinary resolution to approve an amendment, in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D, to the Share Escrow Agreement entered into at the time of Galileo’s initial public offering, effected by the filing with the SEC of the prospectus contained in the registration statement on form S-1 (File No. 333-234049, the “IPO Prospectus”) (the “IPO”), the Sponsor and the escrow agent thereunder to revise the lock-up period under the Share Escrow Agreement to match the lock-up period reflected in the Lock-Up Agreements with certain stockholders of Shapeways (the “Lock-Up Agreements”) entered into simultaneously with the Merger Agreement in connection with the Business Combination. The Share Escrow Amendment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 10: The Share Escrow Amendment Proposal.”

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(11)

Proposal 11 — The NYSE Proposal — To consider and vote upon a Proposal by ordinary resolution to approve, for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of (a) shares of Common Stock to the PIPE Investors,

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2

 

pursuant to the PIPE Investment, and (b) shares of Galileo stock to the Shapeways stockholders pursuant to the Merger Agreement. The NYSE Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 11: The NYSE Proposal.”

(12)

Proposal 12 — The Incentive Plan Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. 2021 Equity Incentive Plan (the “Incentive Plan”), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E. The Galileo Board intends to adopt the Incentive Plan, subject to approval from the shareholders of Galileo, effective immediately prior to the Closing, to be used by the Combined Company after the Closing. The Incentive Plan Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 12: The Incentive Plan Proposal.”

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(13)

Proposal 13 — The ESPP Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex F. The Galileo Board intends to adopt the ESPP, subject to the approval of the Galileo shareholders, effective immediately prior to the Closing for the purpose of providing the Company with the ability to grant eligible employees rights to purchase shares of common stock of the Combined Company after the Closing. The ESPP Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/​prospectus under the heading “Proposal 13: The ESPP Proposal.”

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(14)

Proposal 14 — The Director Appointment Proposal — To consider and vote upon a Proposal by ordinary resolution to appoint six (6) directors, effective upon the Closing, to serve staggered terms on the Company’s board of directors until the first, second and third annual meetings of stockholders after the Closing, as applicable, or until their respective successors are duly elected and qualified or until their earlier death, resignation, retirement or removal for cause. The Director Appointment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 14: The Director Appointment Proposal.”

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(15)

Proposal 15 — The Adjournment Proposal — To consider and vote upon a Proposal by ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Galileo Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting. The Adjournment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 15: The Adjournment Proposal.”

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The Proposals being submitted for a vote at the Meeting are more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which also includes, as Annex C, a copy of the Merger Agreement. Galileo urges you to read carefully the accompanying joint proxy statement/consent solicitation statement/prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the Galileo Board has approved the Merger Agreement and the Business Combination and determined that each of the Proposals to be presented at the Meeting is in the best interests of Galileo and recommends that each of the Galileo shareholders votes or give instruction to vote “FOR” each of the above Proposals.

The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and what may be best for a director’s personal interests when determining to recommend that Galileo shareholders vote for the Proposals. See the sections entitled “The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a further discussion.

 

3

 

The record date for the Meeting is August 2, 2021. Only holders of record of Ordinary Shares of Galileo at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

Galileo’s units, Ordinary Shares and warrants are traded on the NYSE under the symbols “GLEO.U,” “GLEO”, and “GLEO WS”, respectively. At the Closing, each unit will separate into its components, consisting of one share of Common Stock and one warrant (each warrant entitling the holder thereof to purchase one share of Common Stock) and the units will cease to exist as separate securities. Upon the Closing, Galileo intends to change its name from “Galileo Acquisition Corp.” to “Shapeways Holdings, Inc.” Galileo intends to apply to list its common stock and warrants on the NYSE under the symbols “SHPW” and “SHPW WS,” respectively, upon the Closing.

Pursuant to Galileo’s Current Charter, a Galileo public shareholder may request that Galileo redeem all or a portion of its public shares for cash if the Business Combination is consummated. Holders of Galileo public shares will be entitled to receive cash for their public shares to be redeemed only if they:

(a)

hold public shares or hold public shares through units and elect to separate their units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares; and

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prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Galileo’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”) that Galileo redeem the applicable public shares for cash and

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(b)

(ii) deliver share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

​

Holders of Galileo units must elect to separate the underlying shares and warrants prior to exercising redemption rights with respect to the public shares. If units are held in an account at a brokerage firm or bank, holders thereof must notify their broker or bank that they elect to separate the units into the underlying shares and warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Galileo public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, Galileo will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding public shares. As of August 31, 2021, this would have amounted to approximately $10.09 per public share. If a Galileo public shareholder exercises its redemption rights, then such shareholder will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may not be withdrawn once submitted to Galileo unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). A Galileo shareholder can make such request by contacting the Transfer Agent at the address or email address listed in the accompanying joint proxy statement/consent solicitation statement/prospectus. Galileo will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Meeting — redemption rights” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if a Galileo public shareholder wishes to redeem its public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Except as follows, each of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP

 

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Proposal and the Director Appointment Proposal is interdependent on each other. The Organizational Documents Proposals are conditional upon the Charter Proposal; the Adjournment Proposal is not conditioned on the approval of any other Proposal. If Galileo’s shareholders do not approve each of the Proposals other than the Organizational Documents Proposals, which are advisory in nature, the Business Combination may not be consummated.

Each of the Proposals other than the Domestication Proposal and the Charter Proposal must be approved by ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

Each of the Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

Your attention is directed to the joint proxy statement/consent solicitation statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. Galileo urges its shareholders to read the accompanying joint proxy statement/consent solicitation statement/prospectus carefully.

If you have any questions or need assistance voting your Ordinary Shares of Galileo, please contact Galileo’s proxy solicitor, Morrow Sodali LLC:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GLEO.info@investor.morrowsodali.com

 

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TABLE OF CONTENTS

 

i

 

ANNEXES

 

ii

 

FREQUENTLY USED TERMS

In this document:

“Adjournment Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to adjourn the Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by the Galileo Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting.

“Administrative Services Agreement” means the agreement commenced on October 17, 2019 between Galileo and Ampla Capital, LLC, an affiliate of Galileo’s Chief Financial Officer, pursuant to which Galileo shall pay Ampla Capital, LLC a monthly fee of approximately $3,000 for general and administrative services, including office space, utilities and secretarial support through the earlier of the consummation of a business combination or Galileo’s liquidation.

“Ancillary Documents” means each agreement, instrument or document attached to the Merger Agreement or executed or delivery by any party to the Merger Agreement in connection with or pursuant to the Merger Agreement.

“Assumed Warrants” means the New Purchaser Warrants and the Earnout Warrants.

“Business Combination” means the proposed business combination of Galileo with Shapeways pursuant to the terms and conditions of the Merger Agreement.

“Business Combination Marketing Agreement” means the letter agreement between Galileo and EBC, dated as of October 17, 2019, pursuant to which EBC agrees to provide certain services related to Galileo’s business combination pursuant to the terms thereof.

“Business Combination Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve the Business Combination.

“Bylaws” means the bylaws of the Company to take effect simultaneously with the Closing, in the form included as Annex B to this joint proxy statement/consent solicitation statement/prospectus, as further described in the “Domestication Proposal” and the “Charter Proposal” sections of this joint proxy statement/​consent solicitation statement/prospectus.

“Cayman Islands Companies Act” means the Cayman Islands Companies Act (As Revised).

“Charter Proposal” means the Proposal by special resolution to be considered at the Meeting to replace the Current Charter with the Proposed Charter.

“Closing” means the closing of the Merger and all of the transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the shares of common stock, par value $0.0001 per share, of the Company following the Domestication and Merger, with the rights and preferences and subject to the terms and conditions set forth in the Proposed Charter.

“Company” or the “Combined Company” refers to the combined company immediately following the Merger that shall be renamed “Shapeways Holdings, Inc.” upon the Closing.

“Company Board” means the board of directors of the Combined Company subsequent to the completion of the Business Combination.

“Conversion Ratio” means a fraction, (i) the numerator of which is equal the quotient obtained by dividing (a)(1) $406 million plus (2) the aggregate exercise prices of all in-the money Shapeways Options and Shapeways Warrants outstanding immediately prior to the Effective Time by (b) the number of shares of Shapeways Common Stock outstanding on a fully diluted basis immediately prior to the Effective Time and (ii) the denominator of which is equal to the Redemption Price (which, pursuant to the Current Charter, shall be determined based on upon the aggregate amount on deposit in the Trust Account calculated as of two business

 

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days prior to the Closing, including interest earned on cash and cash equivalents in the Trust Account (not previously released to Galileo, net of taxes payable) divided by the number of outstanding Public Shares as of the same date). For illustrative purposes, this joint proxy statement/consent solicitation statement/prospectus includes, within the section “Unaudited Pro Forma Condensed Combined Financial Information,” under the heading “The Business Combination and Related Transactions,” an estimated number of shares of Common Stock that Shapeways Stockholders would receive at the Closing calculated based on a number of assumptions, including an estimated Conversion Ratio of 0.83.

“Craig Hallum” means Craig-Hallum Capital Group LLC.

“Craig Hallum Engagement Letter” means the engagement letter entered on April 26, 2021 between Galileo and Craig Hallum with respect to the capital markets advisory services in connection with the Business Combination.

“Current Charter” means Galileo’s current Amended and Restated Memorandum and Articles of Association, as may hereafter be amended.

“Delaware Secretary of State” means the Secretary of State of the State of Delaware.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Appointment Proposal” means the Proposal by ordinary resolution to appoint six (6) directors, effective upon the Closing, to serve staggered terms on the Company Board until the first, second and third annual meetings of stockholders after the Closing, as applicable, or until their respective successors have been duly elected and qualified or until their earlier death, resignation, retirement or removal for cause.

“Domestication Proposal” means the Proposal by special resolution to be considered at the Meeting to approve the Domestication.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“EBC” means EarlyBirdCapital, Inc., the lead underwriter in the IPO.

“EGS” means Ellenoff Grossman & Schole LLP.

“Earnout Period” means the three (3) year period after the Closing.

“Earnout Shares” means, collectively the Stockholder Earnout Shares, the Purchaser RSU Shares and the Warrant Earnout Shares.

“Earnout Terms” means the share price-based vesting and forfeiture conditions applicable to the Stockholder Earnout Shares, the Purchaser RSU Shares and the Warrant Earnout Shares, pursuant to which 50% of such shares are subject to release or vesting (as applicable) in the event that the Common Stock reaches the Tier I Share Price Target, and the remaining 50% of such shares are subject to release or vesting (as applicable) in the event that the Common Stock reaches the Tier II Share Price Target, subject, in each case to other terms and conditions that may apply to such securities and provided that such securities are subject to forfeiture if the Tier I Share Price Target or the Tier II Share Price Target, or both, are not achieved during the Earnout Period.

“Earnout Warrants” means the warrants to purchase Warrant Earnout Shares to be issued to holders of in-the-money Shapeways Warrants at the Closing in accordance with the terms of the Merger Agreement.

“EBC Transaction Fee” means a transaction fee equal to 3.5% of the gross proceeds received by Galileo in the IPO, or $4,830,000 (up to 25% of which may be paid to investment banks or other financial advisors that did not participate in the IPO and assist Galileo in consummating a business combination).

“Effective Time” means the time when the Merger is consummated, upon the filing of the Certificate of Merger for the merger of Merger Sub with and into Shapeways with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL.

 

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“Employment Agreements” mean the employment agreements with Key Employees required to be delivered to Galileo in accordance with the terms of the Merger Agreement.

“ESPP” means the employee stock purchase plan of the Combined Company, the form of which is attached as Annex F.

“ESPP Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve the ESPP.

“Escrow Account” means the Escrow Account into which the Stockholder Earnout Shares will be deposited at Closing pursuant to the terms of the Merger Agreement and the Escrow Agreement.

“Escrow Agent” means Continental Stock Transfer & Trust Company (or another escrow agent mutually acceptable to Galileo and Shapeways).

“Escrow Agreement” means the agreement between the Seller Representative and the Escrow Agent, in a form reasonably acceptable to the Purchaser, to be entered into prior to the Closing in accordance with the terms of the Merger Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Founder Registration Rights Agreement” means the Registration Rights Agreement dated as of October 17, 2019, by and among Galileo, the Sponsor and EBC.

“Founder Registration Rights Amendment” means the amendment to the Founder Registration Rights Agreement to be entered into by the parties to the Founder Registration Rights Agreement prior to the Closing in order to revise the lock-up period thereunder to align with the lock-up period under the Lock-Up Agreements.

“Founder Shares” means the 3,450,000 ordinary shares held by the Sponsor or affiliates of the Sponsor as of the Record Date.

“GAAP” means U.S. generally accepted accounting principles.

“Galileo Board” means the board of directors of Galileo.

“Galileo Securities” means the units, the ordinary shares and the warrants of Galileo, and, after the Domestication and upon the Closing of the Business Combination, the Common Stock, collectively.

“HSR Fee Loan” means the loan, if any, to Galileo by Shapeways of 50% of all filing fees and expenses required under any applicable antitrust laws in connection with the Business Combination, to be repaid or otherwise satisfied in full in the manner and according to the terms set forth in the Merger Agreement.

“Incentive Plan” means the equity incentive plan of the Combined Company, the form of which is attached as Annex E.

“Incentive Plan Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve and adopt the Incentive Plan.

“initial shareholders” means the Sponsor and any other holders of the Founder Shares (or their permitted transferees).

“Interim Period” means the period between the date of execution of the Merger Agreement, and the Closing (or, if the Merger Agreement is terminated prior to consummation of the Merger, the date of such termination).

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Galileo’s initial public offering consummated on October 22, 2019.

“IPO Prospectus” means the final prospectus of the Purchaser, dated as of October 17, 2019, filed with the SEC on October 21, 2019 (File No. 333-234049).

 

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“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Key Executives” means Gregory Kress, Jennifer Walsh and Miko Levy.

“Maples” means Maples and Calder (Cayman) LLP.

“Meeting” means the extraordinary general meeting of Galileo, to be held by virtual meeting at 10.00 a.m. Eastern Time on September 28, 2021, and any adjournments thereof.

“Merger Agreement” means the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021, by and among Galileo, Merger Sub, the Purchaser Representative, the Seller Representative and the Company, as it may be amended and supplemented from time to time. A copy of the Merger Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex C.

“Merger Consideration” means the total consideration to be received by the Shapeways Securityholders at the Closing pursuant to the terms of the Merger Agreement. The Merger Consideration will have an aggregate value equal to $406,000,000, which includes the Earnout Consideration (shares of Common Stock representing 10% of the Merger Consideration which are subject to Earnout Terms, including vesting and forfeiture restrictions, after the Closing), and represents the aggregate consideration to Shapeways Stockholders, Shapeways Optionholders and Shapeways Warrantholders from the Business Combination. The Merger Consideration to Shapeways Stockholders (the “Stockholder Merger Consideration”) will be payable solely in new shares of Common Stock, ten percent of which will be withheld and deposited into escrow at the Closing, subject to vesting and forfeiture in accordance with the Earnout Terms. The Merger Consideration to Shapeways Optionholders and Shapeways Warrantholders will be payable in new shares of Common Stock and/or securities convertible into or exercisable for new shares of Common Stock, ten percent of which will be subject to the Earnout Terms after the Closing.

The value of the Merger Consideration was the result of negotiations between Galileo and Shapeways detailed in the section of this joint proxy statement/consent solicitation statement/prospectus titled “Proposal 2 — Business Combination Proposal —  Background of the Business Combination”, taking into account the factors described therein, including Galileo’s due diligence findings, its review and analysis of the projections and other information presented by Shapeways to the Board and the views and professional experience of the members of the Board. As a result of Galileo’s and Shapeways’ negotiations, the parties agreed upon a total post -money enterprise value for Shapeways of $410,000,000, taking into account assumptions which include that there will no redemptions from the Trust Account at the Closing, that Galileo will have received at least $75.0 million in proceeds from the PIPE Investment, that the number of outstanding Galileo ordinary shares, Representative Shares and Founder Shares, respectively, are the same as the number of shares outstanding as of June 30, 2021 (taking into account the forfeiture of 690,000 Founder Shares at the Closing in accordance with the Sponsor Forfeiture Letter), and that estimated transaction fees and expenses will be $20.0 million. The transaction consideration will consist solely of shares of Common Stock and securities exercisable for or convertible into Common Stock and there will be no new debt assumed at the Closing.

“Minimum Cash Condition” means the condition to the Closing, which may be waived by Shapeways, that, upon the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to one hundred million dollars ($100,000,000).

“Needham” means Needham & Company, LLC.

“Needham Engagement Letter” means the engagement letter entered on April 26, 2021, between Galileo and Needham with respect to the capital markets advisory services in connection with the Business Combination.

“New Purchaser Warrants” means the warrants to purchase shares of Common Stock issuable to the holders of Shapeways Warrants at the Closing on the terms and subject to the conditions set forth in the Merger Agreement.

“NYSE” means the New York Stock Exchange.

 

4

 

“NYSE Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve, for the purposes of complying with NYSE Rule 302.03, the issuance of more than 20% of the voting power or number of issued and outstanding Ordinary Shares, or change in control, resulting from the PIPE Investment and in connection with the Business Combination.

“Non-Competition Agreement” means the Non-Competition and Non-Solicitation Agreement among Galileo, Greg Kress and Shapeways, effective as of April 28, 2021.

“Ordinary Shares” or “ordinary shares” means the ordinary shares, par value $0.0001 per share, of Galileo prior to the Domestication.

“Organizational Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended.

“Organizational Documents Proposals” means the six (6) separate charter Proposals (Organizational Documents Proposals 4 – 9) by ordinary resolution to be considered at the Meeting to approve, on an advisory and non-binding basis, certain governance provisions in the Proposed Charter, which vote is not otherwise required by Delaware law, separate and apart from the Charter Proposal, but is required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions.

“PFIC” means a passive foreign investment company.

“Preference Shares” or “preference shares” means the preference shares, par value $0.0001 per share, of Galileo.

“Private Placement Warrants”, “private placement warrants” or “private warrants” means the warrants issued to the Sponsor and EBC in a private placement simultaneously with the closing of the IPO.

“Proposed Charter” means the certificate of incorporation in the form included as Annex A to this joint proxy statement/consent solicitation statement/prospectus, proposed to be in effective at and following the Closing of the Business Combination, as further described in the “Charter Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.

“Public Securities” means, collectively, all of the Units, all of the Ordinary Shares and all of the Public Warrants (while such securities are components of Units and as separate securities), together with all Ordinary Shares issuable upon exercise of Public Warrants (and, after Domestication and the Business Combination, all of the Common Stock and warrants to purchase Common Stock into which any of the foregoing may be converted, or which may be issuable pursuant to or upon exercise of any of the foregoing).

“Public Shareholder” or “public shareholder” means a holder of Galileo public shares, including the initial shareholders and management team to the extent the initial shareholders and/or members of the management team purchase public shares, provided that each initial shareholder and member of the management team’s status as a “public shareholder” shall only exist with respect to such public shares.

“Public Shares” or “public shares” means the ordinary shares sold of Galileo as part of the units in the IPO (whether they were purchased in such offering or thereafter in the open market).

“Public Warrant” or “public warrants” or “redeemable warrants” means the redeemable warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Warrant Holders” means the holders of the Public Warrants.

“Purchaser Earnout RSUs” means the restricted stock units to be issued to holders of in-the-money Shapeways Options at the Closing in accordance with the terms of the Merger Agreement.

“Purchaser RSU Shares” means the shares of Common Stock underlying the Purchaser Earnout RSUs.

“Purchaser Options” means the options to purchase shares of Common Stock to be issued to holders of Shapeways Options at the Closing pursuant to the terms of the Merger Agreement.

 

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“Record Date” means August 2, 2021.

“Redemption” means a redemption of public shares for the Redemption Price.

“Redemption Date” means that date on which holders of public shares may be eligible to redeem their Public Shares for Redemption in accordance with the Current Charter.

“Redemption Price” means an amount equal to the price at which holders of public shares may redeem or convert their ordinary shares for cash in connection with the Business Combination pursuant to the Redemption.

“Registration Rights Agreement” means the registration rights agreement to be entered into prior to the Closing between certain Shapeways Stockholders and Galileo.

“Representative Shares” means the 125,000 ordinary shares issued by Galileo to designees of EBC in August 2019 which, following the Share Dividend, resulted in EBC or its designees owning 150,000 Representative Shares.

“Required Galileo Shareholder Approval” means the vote of the Galileo shareholders required to approve the Merger Agreement and each applicable Ancillary Agreement and all the transactions contemplated by the Merger Agreement in accordance with the Galileo Organizational Documents.

“Required Company Stockholder Approval” means the vote of the Shapeways Stockholders (including any separate class or series vote that is required pursuant to Shapeways’ Organizational Documents, any stockholder agreement or otherwise) required to approve the Merger Agreement and each applicable Ancillary and all of the transactions contemplated by the Merger Agreement in accordance with the Shapeways Organizational Documents.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“Securities Act” means the Securities Act of 1933, as amended.

“Shapeways” means Shapeways, Inc., a Delaware corporation.

“Shapeways Charter” means the Certificate of Incorporation of Shapeways, as amended and effective under the DGCL, prior to the Effective Time.

“Shapeways Common Stock” means the common stock, par value $0.0001 per share, of Shapeways.

“Shapeways Convertible Notes” means the convertible promissory notes issued by Shapeways to Lux Co-Invest Opportunities, L.P., Union Square Ventures 2008, L.P. and Stichting Depositary INKEF Investment Fund, respectively, pursuant to the Note Purchase Agreement dated as of June 19, 2019, as amended on December 14, 2020, to be converted into Shapeways Preferred Stock immediately prior to the Shapeways Preferred Stock Exchange as described in the Merger Agreement.

“Shapeways Equity Plan” means the Shapeways 2010 Stock Plan, as amended from time to time.

“Shapeways Non-Plan Option” means the option to purchase 15,000 shares of Shapeways Common Stock outstanding as of the date of the Merger Agreement that was not granted pursuant to the Shapeways Equity Plan.

“Shapeways Options” means options to purchase shares of Shapeways Stock, including options granted pursuant to the Shapeways Equity Plan and the Shapeways Non-Plan Option.

“Shapeways Optionholders” means holders of Shapeways Options outstanding as of immediately prior to the Effective Time.

“Shapeways Preferred Stock” means the Shapeways Series A-2 Preferred Stock, par value $0.0001 per share, the Shapeways Series B Preferred Stock, par value $0.0001 per share, the Shapeways Series B-1 Preferred Stock, par value $0.0001 per share, the Shapeways Series C Preferred Stock, par value $0.0001 per share, the Shapeways Series D Preferred Stock, par value $0.0001 per share, and the Shapeways Series E Preferred Stock, par value $0.0001 per share.

 

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“Shapeways Preferred Stock Exchange” means the conversion of Shapeways Preferred Stock into Shapeways Common Stock as described in the Merger Agreement, prior to and as a condition to the Closing.

“Shapeways Securities” means, collectively, the Shapeways Stock, the Shapeways Options, the Shapeways Warrants and the Shapeways Convertible Notes.

“Shapeways Securityholders” means all of the holders of Shapeways Securities immediately prior to the Effective Time.

“Sponsor Shares” means the 2,875,000 ordinary shares referred to in the IPO Prospectus as “Sponsor Shares” which, following the Share Dividend, resulted in the Sponsor owning 3,450,000 Founder Shares.

“Shapeways Stock” means any shares of Shapeways Common Stock and Shapeways Preferred Stock.

“Shapeways Stockholders” means all of the holders of Shapeways Stock immediately prior to the Effective Time.

“Shapeways Warrants” means outstanding warrants to purchase shares of Shapeways Stock.

“Shapeways Warrantholders” means holders of Shapeways Warrants outstanding as of immediately prior to the Effective Time.

“Shapeways Written Consent” means the action by written consent of the Shapeways Stockholders pursuant to which Shapeways expects to obtain the Required Company Stockholder Approval.

“Share Dividend” means the share dividend, of 0.2 of a share for each ordinary share in issue, effected by Galileo on October 17, 2019.

“Share Escrow Agreement” means the Share Escrow Agreement, dated as of October 17, 2019, by and among Galileo, the Sponsor and Continental Stock Transfer & Trust Company, as escrow agent thereunder, which contains provisions related to transfer restrictions on the Sponsor Shares.

“Share Escrow Amendment” means the amendment to the Share Escrow Agreement to revise the lock-up period thereunder to match the lock-up period in the Lock-Up Agreements to be entered into by the parties to the Share Escrow Agreement prior to the Closing, subject to the approval by the Galileo shareholders.

“Share Escrow Amendment Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve to amend the Share Escrow Agreement.

“Share Price Targets” means the Tier I Share Price Target and the Tier II Share Price Target.

“Sponsor Forfeiture Letter” means the letter agreement, dated as of the date of the Merger Agreement, pursuant to which the Sponsor agreed to forfeit 690,000 of the ordinary shares held by the Sponsor conditional upon the occurrence of the Business Combination.

“Sponsor Letter Agreement” means the letter agreement, dated as of October 17, 2019, between Galileo and each of the holders of Sponsor Shares pursuant to which the holders of Sponsor Shares agree to vote all Ordinary Shares beneficially owned by them in favor of a business combination of Galileo, if a business combination is presented to them, and which contains provisions relating to indemnification of the Trust Account, waiver of redemption rights and participation in liquidation distributions from the Trust Account.

“Sponsor Note” means the convertible promissory note entered into by Galileo and its Sponsor on December 14, 2020, pursuant to which the Sponsor agreed to loan Galileo up to an aggregate principal amount of $500,000, which note is convertible at the option of the Sponsor into warrants with the same terms as the Private Warrants at a price of $1.00 per warrant.

“Sponsor Warrants” means the warrants issuable to the Sponsor upon the conversion of the Sponsor Note.

“Stifel” means Stifel, Nicolaus & Company, Incorporated.

“Stifel Engagement Letter” means the letter agreement dated February 23, 2021, between Stifel and Galileo, as amended as of April 27, 2021.

 

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“Stockholder Merger Consideration” means the total portion of the Merger Consideration payable to all Shapeways Stockholders in respect of shares of Shapeways Stock (but excluding Merger Consideration payable in respect of Shapeways Options and Shapeways Warrants) at the Closing pursuant to the Merger Agreement. The Stockholder Merger Consideration will be allocated pro rata among the Shapeways Stockholders based on their ownership of shares of Shapeways common stock after giving effect to the required conversion of all of the outstanding shares of Shapeways preferred stock into shares of Shapeways common stock immediately prior to, and contingent upon, the Closing. The Stockholder Merger Consideration includes the Stockholder Earnout Shares, which will be withheld from delivery to the Shapeways Stockholders at the Closing and deposited into escrow, subject to the vesting and forfeiture conditions of the Earnout Terms.

“Subscription Agreements” means, collectively, the Subscription Agreements entered into simultaneously with the Merger Agreement between Galileo and each of the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase shares of Galileo in the PIPE Investment, subject to the terms and conditions set forth therein.

“Surviving Corporation” means Shapeways, as the surviving corporation after the Merger.

“Target Company” means Shapeways and its direct and indirect subsidiaries.

“Tier I Share Price Target” means a period of thirty (30) consecutive trading days during the Earnout Period, when the volume weighted average trading price of the Common Stock equals or exceeds $14.00 per share (subject to adjustment after the Closing in accordance with the Merger Agreement).

“Tier II Share Price Target” means a period for thirty (30) consecutive trading days during the Earnout Period, when the volume weighted average trading price of the Common Stock equals or exceeds $16.00 per share (subject to adjustment after the Closing in accordance with the Merger Agreement).

“Transactions” means the transactions contemplated by the Business Combination.

“Transaction Bonus RSUs” means the fully vested restricted stock units to be granted pursuant to the Incentive Plan, subject to the approval thereof by Galileo shareholders, to certain Shapeways employees within thirty (30) days of the Closing in accordance with the terms of the Merger Agreement.

“Transmittal Documents” means the Letters of Transmittal and other applicable documentation to be delivered by certain Shapeways Securityholders in accordance with the terms of the Merger Agreement prior, and as a condition, to such Shapeways Securityholder receiving Merger Consideration, including the Transmittal Documents required to be delivered to the Exchange Agent by holders of Shapeways Warrants on or prior to the Closing.

“Trust” or “Trust Account” means the Trust Account in which net proceeds from the sale of units in the IPO and the sale of Private Placement Warrants were placed following the closing of the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of October 17, 2019, by and between Galileo and the Trustee, as well as any other agreements entered into related to or governing the Trust Account, as may be amended or modified.

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“Underwriting Agreement” means the Underwriting Agreement dated as of October 17, 2019, between Galileo and EBC, in its capacity as managing underwriter thereunder.

“US Dollars” and “Dollars” and “$” mean to the legal currency of the United States.

“Units” or “units” means units, each consisting of one ordinary share and one public warrant, issued by Galileo in the IPO or after the IPO pursuant to the Current Charter.

“U.S. Holder” means a beneficial owner of Ordinary Shares that is for U.S. federal income tax purposes: (a) an individual citizen or resident of the United States; (b) a corporation (or other entity treated as a

 

8

 

corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (d) a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

“Voting Agreements” means the Voting and Support Agreements entered into simultaneously with the Merger Agreement by Shapeways and certain Shapeways Stockholders in accordance with the terms of the Merger Agreement.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the applicable date(s), as reported by Bloomberg through its “VWAP” or other applicable function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the applicable date(s), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Warrants” means the Public Warrants and the Private Warrants.

“Warrant Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.

“Warrant Agreement” means the Warrant Agreement, dated as of October 17, 2019, between Galileo and the Warrant Agent.

“Warrant Earnout Shares” means the shares of Common Stock underlying the Earnout Warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this joint proxy statement/consent solicitation statement/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this joint proxy statement/​consent solicitation statement/prospectus):

1.

No Public Shareholders exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on August 31, 2021 of approximately $139.2 million. Please see the section entitled “Meeting — redemption rights.”

​

2.

There are no transfers by the Sponsor of Ordinary Shares or Private Warrants held by the Sponsor on or prior to the Closing Date, the forfeiture at the Closing of 690,000 Ordinary Shares held by the Sponsor pursuant to the Sponsor Forfeiture Letter has occurred, and, effective as of the Closing, the Sponsor has converted the Sponsor Note in full and has been issued Sponsor Warrants to purchase 500,000 Ordinary Shares on terms identical to the terms of the Private Warrants.

​

3.

No holders of Galileo Warrants exercise any of the outstanding Warrants.

​

4.

All of the Ordinary Shares held in escrow pursuant to the terms of the Share Escrow Amendment continue to be held in escrow.

​

5.

The PIPE Investment is consummated in accordance with the terms of the Subscription Agreements,

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9

 

with Galileo issuing 7.5 million shares of Common Stock to the PIPE Investors at $10.00 per share. Please see the section entitled “Proposal 2: The Business Combination Proposal — Related Agreements — Subscription Agreements; Lock-up Agreements.”

6.

That there is no HSR Fee Loan. Please see the section entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement.”

​

7.

Other than the PIPE Investment and the issuance to the Sponsor of Sponsor Warrants upon conversion of the Sponsor Note at the time of the Closing, there are no other issuances of equity securities of Galileo prior to or in connection with the Closing.

​

8.

That none of the Shapeways Stockholders exercises appraisal rights in connection with the Closing.

​

9.

That none of the Shapeways Options or Shapeways Warrants that are outstanding as of the date of this joint proxy statement/consent solicitation statement/prospectus are exercised prior to the Closing, other than those that would otherwise expire by their terms prior to the Closing.

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TRADEMARKS

This joint proxy statement/consent solicitation statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this joint proxy statement/consent solicitation statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This joint proxy statement/consent solicitation statement/prospectus includes industry position and industry data and forecasts that Galileo and Shapeways obtained or derived from internal company reports, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above, including the Wohlers Report 2020.

Although both Galileo and Shapeways believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements as to industry position are based on market data currently available. While Galileo and Shapeways are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this joint proxy statement/consent solicitation statement/prospectus.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/consent solicitation statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the Closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of Galileo, Shapeways and the post-combination Company and the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on information available as of the date of this joint proxy statement/consent solicitation statement/prospectus and on the current expectations, forecasts and assumptions of the management of Galileo and Shapeways, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Galileo and the following:

•

Actual results may vary from expectations regarding (and Shapeways’ ability to meet expectations regarding) Shapeways’ strategies and future performance, including Shapeways’ future business plans or objectives and its ability to invest in growth initiatives.

​

•

Shapeways has a history of losses and may not achieve or maintain profitability in the future.

​

•

Shapeways faces significant competition and expects to face increasing competition in many aspects of its business, which could cause our operating results to suffer.

​

•

The digital manufacturing industry is a relatively new and emerging market and it is uncertain whether it will gain widespread acceptance.

​

•

If Shapeways fails to grow its business as anticipated, revenues, gross margin and operating margin will be adversely affected.

​

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Galileo or Shapeways prove incorrect, actual results may vary in material respects from those projected in or contemplated by these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/consent solicitation statement/prospectus and attributable to Galileo or Shapeways or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/consent solicitation statement/prospectus. Except to the extent required by applicable law or regulation, neither Galileo nor Shapeways undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Meeting, including the Proposal to approve the Business Combination, as further described below. The following questions and answers do not include all the information that is important to Galileo’s shareholders. Galileo shareholders are urged to read carefully this entire joint proxy statement/​consent solicitation statement/prospectus, including the annexes and other documents referred to herein.

Q:

Why am I receiving this joint proxy statement/consent solicitation statement/prospectus?

​

A:

You are receiving this joint proxy statement/consent solicitation statement/prospectus in connection with the Meeting. Galileo is holding the Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/consent solicitation statement/prospectus.

​

(1)

Proposal 1 — The Domestication Proposal — To consider and vote upon a Proposal by special resolution to (a) change the domicile of Galileo pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”). The Domestication will be effected immediately prior to the consummation of the Business Combination by Galileo filing a Certificate of Corporate Domestication and the Proposed Charter in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A with the Delaware Secretary of State and filing an application to de-register Galileo with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Galileo will become a Delaware corporation and all outstanding securities of Galileo will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus. At the time of the Domestication, simultaneously with the adoption of the Proposed Charter, the Galileo Board intends to adopt Bylaws (the “Bylaws”) in the form appended as Annex B to this joint proxy statement/consent solicitation statement/prospectus. The Domestication Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”

​

A copy of the Proposed Charter is appended to this joint proxy statement/consent solicitation statement/prospectus as Annex A, and a copy of the Bylaws is appended to this joint proxy statement/consent solicitation statement/prospectus as Annex B. The Domestication Proposal is described in more detail in this joint proxy statement/consent solicitation statement/​prospectus under the heading “Proposal 1: The Domestication Proposal.”

(2)

Proposal 2 — The Business Combination Proposal — To consider and vote upon a Proposal by ordinary resolution to approve the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (as amended or supplemented from time to time, the “Merger Agreement”) by and among Galileo, Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”) as representative of the Galileo shareholders (other than the holders of securities of Shapeways), Fortis Advisors LLC, in the capacity from and after the Closing as representative of the Shapeways Stockholders, and Shapeways, Inc., a Delaware corporation (“Shapeways”), as it may be amended and supplemented from time to time, and the transactions contemplated by the Merger Agreement, including the issuance of merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Shapeways, with Shapeways continuing as the surviving entity of the Business Combination and becoming a subsidiary of Galileo as described in more detail in the attached joint proxy statement/consent solicitation statement/prospectus. Following the Business Combination, Galileo and Shapeways may be collectively referred to as the “Company.”

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13

 

A copy of the Merger Agreement is appended to this joint proxy statement/consent solicitation statement/prospectus as Annex C. The Business Combination Proposal is described in more detail in this joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 2: The Business Combination Proposal.”

(3)

Proposal 3 — The Charter Proposal — To consider and vote on a Proposal by special resolution to approve, in connection with the Merger, the replacement of the Current Charter with the Proposed Charter of Galileo (a corporation incorporated in the State of Delaware, following the Domestication, assuming that the Domestication is approved by the Galileo shareholders), in the form appended to the accompanying joint proxy statement/consent solicitation statement/​prospectus as Annex A, to be effective upon the Domestication, assuming the filing with and acceptance by the Delaware Secretary of State of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law, pursuant to which the name of the surviving corporation will be changed to “Shapeways Holdings, Inc.” The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Galileo shareholders. The Charter Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 3: The Charter Proposal.”

​

(4) – (9)

Proposals 4 – 9 — The Organizational Documents Proposals — To consider and vote, on an advisory and non-binding basis, on Proposals by ordinary resolution to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by Securities and Exchange Commission guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Merger is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal). The Organizational Documents Proposals are described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”

​

(10)

Proposal 10 — The Share Escrow Amendment Proposal — To consider and vote on a Proposal by ordinary resolution to approve an amendment, in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D, to the Share Escrow Agreement entered into at the time of the IPO by Galileo, the Sponsor and the escrow agent thereunder to revise the lock-up period under the Share Escrow Agreement to match the lock-up period reflected in the Lock-Up Agreements entered into with certain Shapeways stockholders simultaneously with the Merger Agreement in connection with the Business Combination. The Share Escrow Amendment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 10: The Share Escrow Amendment Proposal.”

​

(11)

Proposal 11 — The NYSE Proposal — To consider and vote upon a Proposal by ordinary resolution, for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, to approve the issuance of (a) shares of Common Stock to the PIPE Investors pursuant to the PIPE Investment, and (b) shares of Common Stock to the Galileo Stockholders pursuant to the Merger Agreement. The NYSE Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 11: The NYSE Proposal.”

​

(12)

Proposal 12 — The Incentive Plan Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. 2021 Equity Incentive Plan (the “Incentive Plan”), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E. The board of directors of Galileo (the “Galileo Board”) intends to adopt the Incentive Plan, subject to approval from the shareholders of Galileo, effective immediately prior to the Closing, to be used by the Company after the Closing. The

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14

 

Incentive Plan Proposal is described in more detail in the accompanying joint proxy statement/​consent solicitation statement/prospectus under the heading “Proposal 12: The Incentive Plan Proposal.”

(13)

Proposal 13 — The ESPP Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), in the form appended to the accompany joint proxy statement/consent solicitation statement/prospectus as Annex F. The Galileo Board intends to adopt the ESPP, subject to the approval of the Galileo shareholders, effective immediately prior to the Closing for the purpose of providing the Company with the ability to grant eligible employees rights to purchase shares of common stock of the Combined Company after the Closing. The ESPP Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/​prospectus under the heading “Proposal 13: The ESPP Proposal.”

​

(14)

Proposal 14 — The Director Appointment Proposal — To consider and vote upon a Proposal by ordinary resolution to appoint six (6) directors, effective upon the Closing, to serve staggered terms on the Company’s board of directors until the first, second and third annual meetings of stockholders after the Closing, as applicable, or until their respective successors are duly elected and qualified or until their earlier death, resignation, retirement or removal for cause. The Director Appointment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 14: The Director Appointment Proposal.”

​

(15)

Proposal 15 — The Adjournment Proposal — To consider and vote upon a Proposal by ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Galileo Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting. This Proposal is referred to as the “Adjournment Proposal,” and, together with the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Organizational Documents Proposals, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Appointment Proposal, the “Proposals.” The Adjournment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 15: The Adjournment Proposal.”

​

Except as noted below, each of the Proposals is interdependent on each other. The Organizational Documents Proposals are conditional upon the Charter Proposal; the Adjournment Proposal is not conditioned on the approval of any other Proposal. If Galileo’s shareholders do not approve each of the Proposals submitted at the Meeting, other than the Organizational Documents Proposals, which are advisory in nature, the Business Combination may not be consummated.

Each of the Proposals other than the Domestication Proposal and the Charter Proposal must be approved by ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of ordinary shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

Each of the Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

Q:

Why is Galileo proposing the Domestication?

​

A:

The Galileo Board believes that it would be in the best interests of Galileo to effect the Domestication: for example, the Company would owe certain taxes that would be imposed on the Company if the Company were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Galileo Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet

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15

 

changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Galileo is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Company’s corporate legal affairs.

The Domestication will not occur unless the Galileo shareholders have approved the Domestication Proposal and the Business Combination Proposal, and upon the Merger Agreement being in full force and effect prior to the Domestication.

Q:

What is involved with the Domestication?

​

A:

The Domestication will require Galileo to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, Galileo will cease to be an exempted company incorporated under the laws of the Cayman Islands and Galileo will continue as a Delaware corporation. The Current Charter will be replaced by the Proposed Charter and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

​

Q:

How will the Domestication affect my Galileo securities?

​

A:

Pursuant to the Domestication and without further action on the part of Galileo’s shareholders: (i) each outstanding ordinary share of Galileo will convert to one outstanding share of Common Stock, and (ii) each outstanding warrant to purchase ordinary shares of Galileo will convert to a warrant to purchase the same number of shares of Common Stock.

​

Q:

What changes are being made to Galileo’s Current Charter in connection with the Domestication?

​

A:

In connection with the Domestication and the Merger, Galileo will be filing the Proposed Charter with the Secretary of State of the State of Delaware, which amends and removes the provisions of Galileo’s Current Charter that terminate or otherwise become inapplicable because of the Domestication and the Merger and otherwise provides Galileo’s shareholders with the same or substantially the same rights as they have under the Current Charter. However, the Proposed Charter will (1) change the shareholder voting threshold to remove directors for cause, (2) adopt Delaware as the exclusive forum for certain shareholder litigation, (3) change the name of Galileo to Shapeways Holdings, Inc., (4) remove or amend those provisions of the Current Charter which terminate or otherwise cease to be applicable following the Closing, and (5) add new provisions which will be applicable following the Closing. Simultaneously with the adoption of the Proposed Charter, the Galileo Board intends to adopt the Bylaws. For a summary of the differences between the Current Charter and the Proposed Charter, see the sections entitled “Proposal 1: The Domestication Proposal” and “Proposal 3: The Charter Proposal.”

​

Q:

What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Ordinary Shares?

​

For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Galileo Shareholders.”

Q:

Why is Galileo proposing the Business Combination?

​

A:

Galileo was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Since Galileo’s organization, the Galileo Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Shapeways, the Galileo Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Galileo Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of Galileo. The Galileo Board believes that, based on its review and

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16

 

consideration, the Business Combination with Shapeways presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement and the Current Charter as well as to comply with NYSE Listing Rule 312.03.

Q:

What will happen in the Business Combination?

​

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Galileo will acquire Shapeways in a transaction referred to in this joint proxy statement/consent solicitation statement/prospectus as the Business Combination. At the Closing, among other things, Merger Sub will merge with and into Shapeways, with Shapeways continuing as the Surviving Corporation. As a result of the Merger, at the Closing, the Combined Company will own 100% of the outstanding stock of Shapeways and the Shapeways Securityholders will receive the Merger Consideration. The number of shares of newly-issued Common Stock that each Shapeways Stockholder will receive as a result of the Merger will be determined on the basis of the Conversion Ratio. Prior to the Effective Time, holders of all outstanding shares of Shapeways Preferred Stock (including former holders of Shapeways Convertible Notes that will convert into Shapeways Preferred Stock prior to the Effective Time at the election of the holders thereof) will have converted their Shapeways Preferred Stock into Shapeways Common Stock pursuant to the Shapeways Preferred Stock Exchange. At the Closing, the Shapeways Stockholders will receive the Stockholder Merger Consideration, provided that the Merger Consideration otherwise payable to Shapeways Stockholders is subject to the withholding of the Stockholder Earnout Shares, which will be deposited in the Escrow Account in accordance with the Merger Agreement and, after the Closing, is subject to reduction for the amount of any Stockholder Earnout Shares which Company Stockholders are not entitled to receive pursuant to the Earnout Terms set forth in the Merger Agreement. At the Closing, holders of Shapeways Options issued pursuant to the Shapeways Equity Plan that are outstanding as of the Closing will be assumed by and converted, subject to adjustments, into options exercisable for shares of newly-issued Common Stock of the Combined Company and, in the case of in-the-money Shapeways Options held by employees and other service providers, a right to receive an award of restricted stock units denominated in newly-issued shares of Common Stock of the Combined Company that are subject to the Earnout Terms and to service-based vesting and forfeiture restrictions. Shapeways Warrants that are outstanding as of the Closing will be assumed and converted into warrants exercisable for newly-issued Common Stock of the Combined Company and, in the case of in-the-money Shapeways Warrants, warrants exercisable for newly-issued Common Stock of the Combined Company that are subject to the vesting and forfeiture restrictions included in the Earnout Terms.

Upon the completion of the Domestication and the Business Combination, each of Galileo’s issued and outstanding ordinary shares will become one share of Common Stock of the Combined Company and each of Galileo’s issued and outstanding warrants will become a warrant to purchase an equal number of shares of Common Stock of the Combined Company.

Q:

What will Shapeways Stockholders receive in the Business Combination?

​

A:

Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate consideration to be delivered to Shapeways Securityholders in connection with the Business Combination will be a number of shares of Common Stock of the Combined Company with an aggregate value equal to $406,000,000. The number of shares of newly-issued Common Stock that each Shapeways Stockholder will receive as a result of the Merger will be determined on the basis of the Conversion Ratio, which will be calculated as of immediately prior to the Effective Time based on the number of shares of Shapeways Stock outstanding on a fully diluted basis, the aggregate exercise prices of all in-the-money Shapeways Options and Shapeways Warrants and the price at which Public Shareholders will be entitled to redeem Public Shares in connection with the Closing, in each case as of immediately prior to the Effective Time.

​

Pursuant to the Merger Agreement, prior to the Effective Time, holders of all outstanding shares of Shapeways Preferred Stock (including the former holders of Shapeways Convertible Notes that have converted their Shapeways Convertible Notes into Shapeways Preferred Stock prior to the Effective Time) will have exchanged or converted their Shapeways Preferred Stock into Shapeways Common Stock pursuant to the Shapeways Preferred Stock Exchange at the applicable Conversion Ratio set forth in the

 

17

 

Merger Agreement. At the Closing, the Shapeways Stockholders will receive the Stockholder Merger Consideration, provided that the Stockholder Merger Consideration otherwise payable to Shapeways Stockholders is subject to withholding of the Stockholder Earnout Shares in accordance with the terms of the Merger Agreement and the Escrow Agreement, and, after the Closing, reduction for the amount of any Stockholder Earnout Shares which Shapeways Stockholders are not entitled to receive pursuant to the Earnout Terms set forth in the Merger Agreement, as further described in this joint proxy statement/​consent solicitation statement/prospectus. Shapeways Stockholders that have validly exercised appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”) with respect to shares of Shapeways Stock (“Dissenting Shares”) shall not be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares, unless and until such Dissenting Stockholder has effectively withdrawn or lost such dissenting stockholder’s appraisal rights under the DGCL.

Q:

What will holders of Shapeways Options receive in the Business Combination?

​

Each Shapeways Option, whether vested or unvested, exercisable or unexercisable (other than the Shapeways Non-Plan Option, which will be exercised or cancelled in accordance with its terms prior to the Closing) that is outstanding immediately prior to the Effective Time will be assumed by Galileo and converted into the right to receive (A) an option to purchase shares of Common Stock of the Combined Company (each, a “Purchaser Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Shapeways Common Stock subject to such Shapeways Option immediately prior to the Effective Time and (b) ninety percent (90%) of the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Shapeways Option divided by (ii) ninety percent (90%) of the Conversion Ratio and (B) in the case of in-the-money Shapeways Options, restricted stock units (each, a “Purchaser Earnout RSU”) granted under the Incentive Plan (subject to the approval thereof by Galileo shareholders) and the applicable award agreement and subject to the terms further described below, denominated in a number of shares of Common Stock of the Combined Company (the “Purchaser Earnout Shares”) equal to the product of (x) the number of shares of Shapeways Common Stock subject to such Shapeways Option immediately prior to the Effective Time multiplied by (y) ten percent (10%) of the Conversion Ratio (rounded down to the nearest whole number of shares). Except as otherwise described herein, the Purchaser Options will continue to be subject to the same terms and conditions set forth in the Shapeways Equity Plan and the applicable Shapeways Option award agreement as in effect immediately prior to the Effective Time (including, without limitation, the vesting and acceleration provisions therein), except, in each case, that any references therein to Shapeways or Shapeways Common Stock will instead mean the Combined Company and the Common Stock of the Combined Company, respectively).

To receive a Purchaser Earnout RSU, a holder of an in-the-money Shapeways Option must remain in continuous service to Shapeways or its successor through the grant date of the Purchaser Earnout RSU. Additionally, the Purchaser Earnout RSUs will be subject to substantially the same service-based vesting conditions and acceleration provisions as applied to the former Shapeways Option in respect of which such Purchaser Earnout RSUs are granted; provided that the Purchaser Earnout RSUs will also be subject to the share-price based vesting and forfeiture conditions contained in the Earnout Terms, in each case as described in and subject to the terms of the Merger Agreement.

Q:

What will holders of Shapeways Warrants receive in the Business Combination?

​

A:

Subject to receipt by the Exchange Agent of applicable Transmittal Documents executed by the holder thereof, Shapeways Warrants that are outstanding and unexercised immediately prior to the Effective Time will be assumed by Galileo and converted into (A) a warrant (each, a “New Purchaser Warrant”) to purchase the number of shares of Common Stock of the Combined Company equal to the product of (1) the number of shares of Shapeways Common Stock subject to such Shapeways Warrant immediately prior to the Effective Time multiplied by (2) ninety percent (90%) of the Conversion Ratio and (B) solely with respect to Shapeways Warrants that are in-the-money immediately prior to the Effective Time, a warrant (each, an “Earnout Warrant” and together with the New Purchaser Warrants, the “Assumed Warrants”) to purchase the number of shares of Common Stock of the Combined Company (the “Warrant Earnout Shares”), which Warrant Earnout Shares shall be subject to the Earnout Terms, equal

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18

 

to the product of (a) ten percent (10%) of the number of shares of Shapeways Common Stock subject to such Shapeways Warrant multiplied by (b) the Conversion Ratio.

Except as described herein and as set forth in the Merger Agreement, each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the applicable Shapeways Warrant immediately prior to the Effective Time (with all references to Shapeways or to Shapeways Common Stock thereunder becoming references to the Combined Company and the Common Stock), except that each New Purchaser Warrant and Earnout Warrant shall have an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of the applicable Shapeways Warrant by (y) the Conversion Ratio (which price per share shall be rounded up to the nearest whole cent). Warrant Earnout Shares underlying the Earnout Warrants will be subject to the share-price based vesting and forfeiture conditions contained in the Earnout Terms.

Q:

Will Galileo obtain new financing in connection with the Business Combination?

​

A:

Yes. Simultaneously with the execution of the Merger Agreement, Galileo and Shapeways entered into subscription agreements with certain investors (the “PIPE Investors”) for an aggregate of 75 million U.S. Dollars ($75,000,000) for 7.5 million shares of Common Stock at a price of $10.00 per share in a private investment in Galileo to be consummated simultaneously with the closing of the Transactions (the “PIPE Investment”). The PIPE Investors include certain existing Shapeways stockholders and Desktop Metal, a supplier to Shapeways who has agreed to invest $20.0 million in the PIPE Investment. As a result of this investment, Shapeways will be obligated to purchase $20.0 million of materials from Desktop Metal. Shapeways will also negotiate the terms of a commercial relationship, although there is no definitive agreement as to the terms of any such relationship and there can be no assurance that the parties will enter into any such relationship. During the Interim Period, Galileo may, but is not obligated to, enter into additional subscription agreements with other PIPE Investors (subject to Shapeways’ consent, in the event that any such additional subscription agreements contains terms less favorable to Galileo or to Shapeways than the terms of existing subscription agreements with PIPE Investors).

​

Consummation of the PIPE Investment is conditioned on the concurrent Closing and other customary closing conditions. Each PIPE Investor agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for the Public Shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Q:

Did the Galileo Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

No. The Galileo Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Merger. Galileo’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Galileo’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, the Public Shareholders will be relying solely on the judgment of the Galileo Board in valuing Shapeways’ business and assuming the risk that the Galileo Board may not have properly valued such business.

​

Q:

What equity stake will current Public Shareholders, the Sponsor, the initial shareholders and the Shapeways Stockholders hold in the Company immediately after the completion of the Business Combination?

​

A:

Upon the completion of the Merger (assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms  —  Share Calculations and Ownership Percentages”), Public Shareholders will own approximately 23.4% of the outstanding shares of the Combined Company, the Sponsor and initial shareholders will own approximately 5.0% of the outstanding shares of the Combined Company, the Shapeways Stockholders will own approximately 58.9% of the outstanding shares of the Combined Company and approximately 12.7% of the outstanding shares of the Combined Company will be held by the PIPE Investors. Of the shares of Common Stock to be issued at the Closing, 3,468,392 shares (the “Earnout Shares”) will be

​

 

19

 

deposited into escrow in accordance with the terms of the Escrow Agreement and will be subject to reduction or forfeiture during the Escrow Period in accordance with the terms of the Merger Agreement. Upon completion of the Merger, subject to the assumptions described above, excluding the Earnout Shares, Public Stockholders will own approximately 24.9% of the outstanding shares of the Combined Company, the Sponsor and initial shareholders will own approximately 5.3% of the outstanding shares of the Combined Company, the Shapeways Stockholders will own approximately 56.3% of the outstanding shares of the Combined Company and approximately 13.5% of the outstanding shares of the Combined Company will be held by the PIPE Investors.

If any of the Public Shareholders exercise their redemption rights, the percentage of the Combined Company’s outstanding common stock held by the Public Shareholders will decrease and the percentages of the Combined Company’s outstanding common stock held by the Sponsor and by the Shapeways Stockholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.

If any of the Public Shareholders as of August 31, 2021 redeem their Public Shares at Closing in accordance with the Current Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of August 31, 2021, would be $14,490,000 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Common Stock in connection with the Business Combination, the percentage ownership of the Combined Company by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding shares of Common Stock that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying beneficial ownership levels in the Combined Company, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 10% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders:

(1)

Assumes that no Galileo Public Shares are redeemed and excludes potential dilution from Public Warrants and Private Placement Warrants. Also excludes 5,289,372 Shapeways options, 587,535 Earnout RSU Awards, and 410,000 Transaction Bonus RSUs.

​

(2)

Assumes that 1,134,093 Public Shares are redeemed for aggregate redemption payments of $11,442,998, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working

​

 

20

 

capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.

(3)

Assumes that 5,670,466 Public Shares are redeemed for aggregate redemption payments of $57,215,002, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.

​

(4)

Assumes that 8,505,698 Public Shares are redeemed for aggregate redemption payments of $85,822,493, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.

​

(5)

Assumes that 11,340,931 Public Shares are redeemed for aggregate redemption payments of $114,429,994, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.

​

(6)

Includes 3,468,392 shares of Common Stock subject to the Earnout Terms. Such shares will be deposited into escrow in accordance with the terms of the Escrow Agreement and will be subject to reduction or forfeiture during the Escrow Period in accordance with the terms of the Merger Agreement. However, registered holders will maintain voting rights related to such shares unless forfeited.

​

(7)

Assumes the PIPE Investment is consummated in accordance with its terms for $75,000,000, with 7,500,000 shares of Common Stock issued to the PIPE Investors.

​

(8)

Includes 500,000 Sponsor Warrants to be issued upon conversion of the Sponsor Note.

​

The EBC Transaction Fee, which will not be adjusted on the basis of the number of redemptions by Public Shareholders at the Closing, represents 3.5% of the gross proceeds received by Galileo in the IPO, or $4,830,000 (up to 25% of which may be paid to investment banks or other financial advisors that did not participate in the IPO and assist Galileo in consummating a business combination).

The following table illustrates the effective EBC Transaction Fee on a percentage basis for Public Shares at each redemption level identified below.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this joint proxy statement/consent solicitation statement/prospectus as anticipated, believed, estimated, expected or intended.

 

21

 

Q:

What interests do Galileo’s initial shareholders, Sponsor, current officers, directors and advisors have in the Business Combination?

​

A:

In considering the recommendation of Galileo’s Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, Galileo’s initial shareholders, directors and officers have interests in the Business Combination that are different from, or in addition to, those of Galileo’s other shareholders generally. Galileo’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Galileo’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

​

•

the fact that the Sponsor paid an aggregate of $25,000 ($0.0072 per share) for the Sponsor Shares (3,450,000 ordinary shares) which (to the extent not forfeited pursuant to the terms of the Sponsor Forfeiture Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of ordinary shares on August 31, 2021, which is $10.04, would have an aggregate value of $34,638,000 as of the same date (not taking into account any forfeitures at Closing pursuant to the Sponsor Forfeiture Letter). If Galileo does not consummate the Business Combination or another initial business combination by October 22, 2021, and Galileo is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0072 that the Sponsor paid for the Sponsor Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

​

•

the fact that designees of EBC own 150,000 ordinary shares (the “Representative Shares”), issued to them for nominal consideration in connection with the IPO, and 548,000 Private Warrants, purchased by EBC at a price of $1.00 per Private Warrant. If Galileo consummates the Business Combination, the Representative Shares, and the shares that issuable pursuant to the Private Warrants, will have a significantly higher value at the time of the Business Combination. Based on the closing trading price of ordinary shares on August 31, 2021, which is $10.04, the Representative Shares would have an aggregate value of $1,506,000 as of the same date. However, if Galileo does not consummate Business Combination or another business combination by October 22, 2021, and Galileo is therefore required to be liquidated, these securities may be worthless;

​

•

the fact that, pursuant to the Business Combination Marketing Agreement entered into by Galileo and EBC in connection with the IPO, upon consummation of the Business Combination, a transaction fee equal to 3.5% of the gross proceeds received by Galileo in the IPO, or $4,830,000, (up to 25% of which ($1,207,500) may be paid to investment banks or other financial advisors that did not participate in the IPO and assist Galileo in consummating a business combination) (the “EBC Transaction Fee”), will be payable to EBC and EBC will also be reimbursed for reasonable costs and expenses associated with services performed in connection with the IPO, up to an aggregate amount of $20,000. Accordingly, EBC has an interest in Galileo completing the Business Combination because, if the Business Combination (or another business combination) is not consummated, EBC will receive the EBC Transaction Fee or have these expenses reimbursed;

​

•

the fact that the Private Warrants purchased by the Sponsor will be worthless if Galileo does not consummate a business combination. As of August 31, 2021, based on the closing trading price of Public Warrants on August 31, 2021, the aggregate value of the 3,562,000 Private Warrants purchased by the Sponsor would be $3,740,100. Further, if Galileo is not able to consummate an initial business combination by October 22, 2021, the Sponsor will not have the ability to convert the Sponsor Note into 500,000 Sponsor Warrants in accordance with its terms. Based on the closing trading price of the Public Warrants on August 31, 2021, the aggregate value of the 500,000 Sponsor Warrants as of August 31, 2021, would be $525,000. Additionally, if Galileo is not able to consummate an initial business combination by October 22, 2021, Galileo may not be able to repay the Sponsor the $500,000 loan in consideration of which the Sponsor Note was issued by Galileo to the Sponsor;

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22

 

•

the fact that if the Trust Account is liquidated, including in the event Galileo is unable to complete an initial business combination by October 22, 2021, the Sponsor has agreed to indemnify Galileo to the extent necessary to preserve the Funds in the Trust Account, provided that such obligation shall only apply to the extent necessary any such claims for services rendered or contracted for or products sold to Galileo, reduce the amount of funds in the Trust Account to below $10.00 per public share, except as to any claims by a vendor or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Galileo’s indemnity of the underwriters of its IPO against certain liabilities, including liabilities under the Securities Act;

​

•

the fact that Galileo’s initial shareholders and the Sponsor have waived their rights to receive distributions from the Trust Account with respect to their Insider Shares upon Galileo’s liquidation if Galileo is unable to consummate its initial business combination;

​

•

the fact that, if Galileo’s officers, directors or affiliates of Galileo incur out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination, they would be reimbursed by Galileo for such expenses only if the Business Combination or another initial business combination is consummated. As of August 31, 2021, no directors, officers or affiliates of Galileo have incurred any expenses for which they expect to be reimbursed at the Closing and no such expenses are expected to be incurred in the future;

​

•

the fact that pursuant to the Needham Engagement Letter and Craig Hallum Engagement Letter, Needham and Craig Hallum respectively will each be paid a Capital Markets Advisory Fee (collectively, the “Capital Markets Advisory Fees”, which fees, in aggregate, will constitute 25% of the EBC Transaction Fee ($1,207,500) pursuant to the Business Combination Marketing Agreement) at and contingent upon the Closing. Additionally, pursuant to the terms of the Needham Engagement Letter, at the Closing, Needham will be reimbursed for reasonable out-of-pocket costs and expenses not to exceed $10,000 (including fees and disbursements to legal counsel). Accordingly, Needham and Craig Hallum have an interest in Galileo completing the Business Combination because, if the Business Combination or another business combination is not consummated, Needham and Craig Hallum will not receive the Capital Markets Advisory Fees and Needham will not be reimbursed for expenses pursuant to the Needham Engagement Letter;

​

•

the fact that, pursuant to the Stifel Engagement Letter, Stifel will be paid a placement fee in the amount of $2,580,000, which equals to 4.0% of the gross proceeds to Galileo from the PIPE Investment (excluding proceeds from PIPE Investors that were Shapeways Stockholders as of the date they entered into Subscription Agreements and excluding proceeds from Stifel or any of its affiliates), upon consummation of the PIPE Investment. Accordingly, Stifel has an interest in the Company completing the PIPE Investment and the Business Combination because, if the PIPE Investment is not consummated, Stifel will not receive the Placement Fee; and

​

•

the fact that, in connection with the anticipated appointment of Alberto Recchi and Patrick S. Jones, two of Galileo’s directors, as directors of the Company after the consummation of the Business Combination, Messrs. Recchi and Jones in the future will receive any cash fees, stock options or stock awards that the Board determines to pay to such directors.

​

Please also see the sections “Proposal 2: The Business Combination Proposal  — Interests of Galileo’s Directors and Officers and Others in the Business Combination,” “Certain Other Benefits in the Business Combination,” “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of Galileo’s initial shareholders, Sponsor, Galileo’s current officers and directors, Galileo’s advisors and Shapeways in the Business Combination.

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights and, after paying the Redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination, including fees payable by Galileo in an aggregate estimated amount of $7,450,000, excluding expense reimbursements, payable to Stifel, EBC, Needham and Craig-Hallum, and for working capital and general corporate

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23

 

purposes of Galileo and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of Galileo and its subsidiaries. As of August 31, 2021, there were investments and cash held in the Trust Account of approximately $139.2 million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if Galileo is unable to complete a Business Combination by October 22, 2021.

Q:

What happens if a substantial number of Galileo’s Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

​

A:

Galileo’s Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, provided that Galileo, after payment of all such redemptions and the PIPE Investment, has at least $5,000,001 in net tangible assets upon the Closing. The Business Combination may be completed even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders.

​

It is a condition, which may be waived by Shapeways, that Galileo shall have, at the Closing, at least $100,000,000 in cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment, prior to paying any of Galileo’s expenses and liabilities due at the Closing. If the Business Combination is completed notwithstanding Redemptions, the Company will have fewer Public Shares and Public Shareholders, the trading market for the Company’s securities may be less liquid and the Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the Company after the Business Combination may not be sufficient for its future operations or any future potential acquisitions the Company may pursue and may not allow the Company to reduce the Company’s indebtedness and/or pursue its strategy for growth.

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among other things, receipt of the approval of the shareholders of Galileo and the approval of the Shapeways stockholders; expiration of any applicable waiting period under any antitrust laws; receipt of requisite consents from governmental authorities to consummate the Transactions, the absence of any law or order that would prohibit the consummation of the Transactions; upon the Closing, after giving effect to the completion of the Redemption and PIPE Investment, Galileo having net tangible assets of at least $5,000,001; the members of the board of directors of the Combined Company shall have been appointed or appointed as of the Closing; and the effectiveness of the Registration Statement. In addition, unless waived by Galileo, and subject to applicable law, the consummation of the Business Combination is subject to conditions which include, but are not limited to, there being no Material Adverse Effect (as that term is used in the Merger Agreement) on Shapeways. Further, unless waived by Shapeways, and subject to applicable law, the consummation of the Business Combination is subject to conditions which include, but are not limited to, that upon the Closing, after giving effect to completion and payment of the redemption, if any, Galileo shall have cash or cash equivalents equal to at least $100,000,000. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. For a further discussion of conditions to consummating the Business Combination, please see “Proposal 2: Business Combination Proposal.”

​

Q:

What happens if the Business Combination is not consummated?

​

A:

If it is not able to complete the Business Combination or another initial business combination by October 22, 2021, Galileo will cease all operations except for the purpose of winding up and redeeming its Public Shares and liquidating the Trust Account, in which case Galileo’s Public Shareholders may only receive the amount in the Trust Account as of the applicable Redemption Date, less up to $100,000 of interest to pay dissolution expenses and net of taxes payable, which would be only approximately $10.09 per share, based on the amount held in the Trust Account as of August 31, 2021, and Galileo’s warrants will expire worthless. In addition, certain services fees payable by Galileo to Stifel, EBC, Needham and

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24

 

Craig-Hallum in an estimated amount of $7,450,000, excluding expense reimbursements, if any, would not be paid if the Business Combination is not consummated (or, in the case of EBC, if no business combination is consummated).

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Meeting, which is set for September 28, 2021; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by Galileo’s shareholders at the Meeting and the Galileo Shareholders elect to adjourn the Meeting to a later date or dates not later than October 22, 2021 to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, any of Proposals has not been approved, and (ii) the Closing will not occur until all conditions set forth in the Merger Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal 2: The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”

​

Q:

What Proposals are shareholders being asked to vote upon?

​

If Galileo’s Public Shareholders do not approve each of the Proposals, then the Business Combination may not be consummated.

In addition, as required by applicable SEC guidance, to give shareholders the opportunity to present their views on important corporate governance provisions, Galileo is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Proposals to approve certain governance provisions contained in the Proposed Charter that materially affect shareholder rights, and will be adopted when the Proposed Charter replaces the Current Charter, if the Charter Proposal is approved by the shareholders. See “Proposal 3: The Charter Proposal.” These separate votes are not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, Galileo is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these Proposals are advisory votes, and are not binding on Galileo or the Galileo Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal).

After careful consideration, the Galileo Board has approved the Merger Agreement and the Transactions and determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Organizational Documents Proposals, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Appointment Proposal and the Adjournment Proposal each is in the best interests of Galileo and recommends that you vote “FOR” or give instruction to vote “FOR” each of these Proposals.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS.

 

25

 

Q:

What material negative factors did the Galileo Board consider in connection with the Business Combination?

​

A:

Among the material negative factors that the Galileo Board considered in its evaluation of the Business Combination were the risk that the potential Business Combination may not be fully achieved or that the Business Combination may not be consummated; the risk of Shapeways not achieving its financial projections or planned growth initiatives and the risk that the potential benefits of the Business Combination may not be fully realized. These factors are discussed in greater detail in the section entitled “Proposal 2: The Business Combination Proposal — Galileo Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to Galileo and the Business Combination.”

​

Q:

Do I have redemption rights?

​

A:

Pursuant to Galileo’s Current Charter, Galileo’s Public Shareholders may request that Galileo redeem all or a portion of their Public Shares if the Business Combination is consummated, subject to certain limitations, for cash equal to the applicable redemption price; provided, however, that Galileo may not redeem such shares to the extent that such redemption would result in Galileo having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.

​

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and

​

(b)

prior to 5 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Galileo’s transfer agent, that Galileo redeem your share certificates (if any) and other redemption forms and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

​

Holders of units must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.

Public Shareholders may seek to have their shares redeemed regardless of (i) whether or not they vote on any of the Proposals, (ii) if they vote, whether they vote for or against the Business Combination, and (iii) whether or not they were holders of Galileo Ordinary Shares as of the Record Date or acquired their shares after the Record Date.

The redemptions will be effectuated in accordance with the Current Charter and Cayman Islands law. Any Public Shareholder who holds Ordinary Shares of Galileo on or before September 24, 2021 (two (2) business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Fund not previously released to Galileo (net of taxes payable), calculated as of two business days prior to the completion of the Business Combination, provided that such Public Shareholders follow the procedures provided for exercising such redemption set forth in the Current Charter, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Galileo Ordinary Shares as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is completed. Holders of warrants will not have redemption rights.

Further, each Public Shareholder, together with any affiliate or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will

 

26

 

be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Galileo. Any Public Shareholder who holds less than 15% of the Public Shares may have all of the Public Shares held by him or her redeemed for cash.

If a Public Shareholder has exercised its redemption rights with respect to public shares, but the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.

Q:

How do I exercise my redemption rights?

​

A:

Pursuant to Galileo’s Current Charter, a Public Shareholder may request that Galileo redeem all or a portion of its Public Shares for cash if the Business Combination is consummated, subject to certain limitations, for cash equal to the applicable Redemption Price; provided, however, that Galileo may not redeem such shares to the extent that such redemption would result in Galileo having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.

​

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and

​

(b)

prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Galileo’s transfer agent, that Galileo redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

​

Holders of units must elect to separate the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal.

Any request for Redemption, once made by a Public Shareholder, may not be withdrawn once submitted to the Company unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). You may make such request by contacting Galileo’s Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of redemption rights must be received by Galileo’s Chief Financial Officer two business days prior to the vote taken on the Business Combination at the Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Meeting.

Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Galileo’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Galileo does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not

 

27

 

to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, Galileo will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your Galileo shares for cash and will no longer own these shares following the Business Combination.

If you are a Public Shareholder and you exercise your redemption rights, it will not result in either the exercise or loss of any Galileo warrants. Your Galileo warrants will continue to be outstanding following a Redemption of your Public Shares and will become exercisable in connection with the completion of the Business Combination. Holders of Units have waived redemption rights in connection with the Business Combination.

If you intend to seek redemption of your Public Shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to Galileo’s transfer agent prior to the meeting, as described in this joint proxy statement/consent solicitation statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q:

Will how I vote on the Business Combination Proposal affect my ability to exercise redemption rights?

​

A:

No. If you have redemption rights, you may exercise your redemption rights irrespective of whether you vote your Ordinary Shares for or against the Business Combination Proposal or any other Proposal described in this joint proxy statement/consent solicitation statement/prospectus.

​

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of outstanding units must elect to separate the units into the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the transfer agent by 5:00 p.m., Eastern Time, on September 24, 2021, you will not be able to exercise your redemption rights with respect to your Public Shares.

​

Q:

What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?

​

For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”

Q:

Do I have appraisal rights in connection with the proposed Business Combination?

​

A:

Shareholders of Galileo do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

​

Q:

What do I need to do now?

​

A:

Galileo urges you to read carefully and consider the information contained in this joint proxy statement/​consent solicitation statement/prospectus, including the annexes, and to consider how the Business

​

 

28

 

Combination will affect you as a Galileo shareholder. Public Shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.

Q:

How do I vote?

​

A:

The Meeting will be held via live webcast at 10:00 a.m., Eastern Time, on September 28, 2021. For the purposes of Galileo’s Current Charter, the physical place of the meeting will be 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. The Meeting can be accessed by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021, where you will be able to listen to the Meeting live and vote during the Meeting. Please note that you will only be able to access the Meeting by means of remote communication.

​

If you are a holder of record of Galileo Ordinary Shares on the record date, you may vote at the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

Any proxy may be revoked by the person giving it at any time before the polls close at the Meeting. A proxy may be revoked by filing with Galileo’s Chief Financial Officer (Galileo Acquisition Corp., 1049 Park Ave. 14A, New York NY 10028) either (i) a written notice of revocation bearing a date later than the date of such proxy, (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Meeting and voting online.

Simply attending the Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this joint proxy statement/consent solicitation statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

​

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular Proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that Proposal.

This is called a “broker non-vote.” Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.

For the Proposals in this joint proxy statement/consent solicitation statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:

When and where will the Meeting be held?

​

A:

The Meeting will be held via live webcast at 10:00 am, Eastern Time, on September 28, 2021, unless the Meeting is adjourned.

​

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.

 

29

 

The Meeting can be accessed by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 where you will be able to listen to the Meeting live and vote during the Meeting. Please note that you will only be able to access the Meeting by means of remote communication.

Q:

How do I register and attend the virtual Meeting?

​

A:

As a registered shareholder, you received a Proxy Card from Continental Stock Transfer. The form contains instructions on how to attend the Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer at the phone number or e-mail address below. Continental Stock Transfer support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

​

You can pre-register to attend the virtual meeting starting September 21, 2021 at 9:00 a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/galileoacquisitioncorp/sm2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

Beneficial owners, or investors who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 888-965-8995 (toll-free), outside the U.S. and Canada +1 415-655-0243 (standard rates apply) when prompted enter the pin number 95510303#. This phone number is listen-only, you will not be able to vote or enter questions during the meeting.

Q:

Who is entitled to vote at the Meeting?

​

A:

Galileo has fixed August 2, 2021 as the Record Date. If you were a Public Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the Meeting. However, a Public Shareholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Meeting) or is represented by proxy at the Meeting.

​

Q:

How many votes do I have?

​

A:

Public Shareholders are entitled to one vote at the Meeting for each ordinary share held of record as of the Record Date. As of the close of business on the Record Date, there were outstanding 17,400,000 Ordinary Shares.

​

Q:

What constitutes a quorum?

​

A:

The holders of one-third (1/3) of the issued and outstanding Ordinary Shares of Galileo being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence at the virtual Meeting) shall constitute a quorum. In the absence of a quorum, the meeting may be adjourned in accordance with the terms of the Current Charter.

​

As of the Record Date for the Meeting, 5,800,000 Ordinary Shares would be required to achieve a quorum.

Q:

What vote is required to approve each Proposal at the Meeting?

​

A:

The following votes are required for each Proposal at the Meeting:

​

•

Domestication Proposal:   The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

 

30

 

•

Business Combination Proposal:   The Business Combination Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

Charter Proposal:   The Charter Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

Organizational Documents Proposals:   The Organizational Documents Proposals, each of which is a non-binding advisory vote, must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

Share Escrow Amendment Proposal:   The Share Escrow Amendment Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting

​

•

NYSE Proposal:   The NYSE Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

Incentive Plan Proposal:   The Incentive Plan Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

ESPP Proposal:   The ESPP must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

Director Appointment Proposal:   The election of the director nominees pursuant to the Director Appointment Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

•

Adjournment Proposal:   The Adjournment Proposal, if presented, must be approved by ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.

​

Q:

What are the recommendations of the Board?

​

A:

The Galileo Board believes that the Business Combination Proposal and the other Proposals to be presented at the Meeting are in the best interest of Galileo and recommends that Galileo’s shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Share Escrow Amendment Proposal “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal “FOR” each of the director nominees set forth in the Director Appointment Proposal, and, if presented at the Meeting, “FOR” the Adjournment Proposal.

​

The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the Proposals. These conflicts of interest include, among other things, that if Galileo does not consummate an initial business combination by October 22, 2021, Galileo may be forced to liquidate and the Founder Shares held by Galileo’s officers, directors and the Sponsor, which is affiliated with certain of Galileo’s officers, and the 3,562,000 Private Warrants purchased by the Sponsor and the Sponsor Warrants (if issued at Closing at the option of the Sponsor) would be worthless. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information.

Q:

How do Galileo’s initial shareholders intend to vote their shares?

​

A:

All of Galileo’s initial shareholders have previously agreed to vote all ordinary shares owned by them in favor of a business combination proposed to them for approval, including the Business Combination.

​

 

31

 

Q:

May Galileo’s initial shareholders purchase Public Shares or warrants prior to the Meeting?

​

A:

At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Galileo or Galileo’s securities, Galileo’s initial shareholders and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Galileo Ordinary Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals presented to shareholders for approval at the Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

​

Entering into any such incentive arrangements may have a depressive effect on outstanding Galileo Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either prior to or immediately after the Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals to be presented at the Meeting and would likely increase the chances that such Proposals would be approved. As of the date of this joint proxy statement/consent solicitation statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Galileo will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposals to be voted on at the Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:

What happens if I sell my Ordinary Shares before the Meeting?

​

A:

The Record Date for the Meeting is earlier than the date of the Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Ordinary Shares after the applicable record date, but before the Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

​

Q:

How has the announcement of the Business Combination affected the trading price of Galileo’s Ordinary Shares, warrants and units?

​

A:

On April 27, 2021, the last trading date before the public announcement of the Business Combination, Galileo’s Ordinary Shares, warrant and units closed at $10.07, $0.9499 and $10.85, respectively.

​

On August 31, 2021, the closing sale prices of Galileo’s Ordinary Shares, warrants and units were $10.04, $1.05, and $11.11 respectively.

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. Shareholders may send a later-dated, signed proxy card to Galileo’s Chief Financial Officer at the address set forth below so that it is received by Galileo’s Chief Financial Officer prior to the vote at the Meeting (which is scheduled to take place September 28, 2021) or attend and vote at the virtual Meeting in person by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 and entering the assigned control number. Shareholders also may revoke their proxy by sending a notice of revocation to Galileo’s Chief Financial Officer, which must be received by Galileo’s Chief Financial Officer prior to the vote at the Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

​

 

32

 

Q:

What happens if I fail to take any action with respect to the Meeting?

​

A:

If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of the Company. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Galileo. However, if you fail to take any action with respect to the Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this joint proxy statement/consent solicitation statement/prospectus for redeeming your shares.

​

Q:

What should I do with my share certificates, warrant certificates and/or unit certificates?

​

A:

Pursuant to the Current Charter, a Public Shareholder may request that Galileo redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

​

(a)

hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Share and warrants prior to exercising your redemption rights with respect to the Public Shares; and

​

(b)

prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting) (i) submit a written request to the Transfer Agent that the Company redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through DTC.

​

As noted above, holders of units must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, Galileo will redeem each ordinary share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds (net of required tax payments), divided by the number of then-outstanding Public Shares, divided by the number of then outstanding Public Shares.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may not be withdrawn once submitted to Galileo unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this joint proxy statement/consent solicitation statement/prospectus. Galileo will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Meeting — redemption rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Galileo warrant holders should not submit certificates, if any, relating to their warrants. Public shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon effectiveness of the Business Combination, subject to the treatment of certain ordinary shares pursuant to the Sponsor Forfeiture Letter and the Sponsor Escrow Agreement, holders of Galileo Ordinary Shares and warrants will receive Common Stock and warrants to receive Common Stock of the Company without needing to take any action and, accordingly, such holders should not submit the certificates, if any, relating to their Ordinary Share or warrants. In addition, before the Closing, each outstanding unit of Galileo (each of which consists of one Ordinary Share and one warrant to purchase one Ordinary Share) will be separated into its components of shares and warrants.

 

33

 

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Business Combination or if you need additional copies of the joint proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact the proxy solicitor for Galileo, Morrow Sodali LLC:

​

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GLEO.info@investor.morrowsodali.com

You also may obtain additional information about Galileo from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

 

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35

 

36

 

37

 

38

 

39

 

40

 

41

 

42

 

43

 

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44

 

45

 

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46

 

47

 

48

 

49

 

​

​

​

For the Six Months Ended June 30,

​

​

For the Year Ended December 31, 2020

​

​

For the Period from July 30, 2019 (Inception) Through December 31, 2019

​

​

​

​

2021

​

​

2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(restated)

​

Statement of Operations Data:

​

​

​

​

​

General and administrative costs

​

​

​

$

1,586,799

​

​

​

​

$

275,269

​

​

​

​

$

795,613

​

​

​

​

$

172,820

​

​

Loss from operations

​

​

​

​

(1,586,799)

​

​

​

​

​

(275,269)

​

​

​

​

​

(795,613)

​

​

​

​

​

(172,820)

​

​

Interest earned on marketable securities held in Trust Account

​

​

​

​

30,338

​

​

​

​

​

676,375

​

​

​

​

​

744,021

​

​

​

​

​

414,479

​

​

Transaction costs allocable to warrant liabilities

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(4,078)

​

​

Change in fair value of convertible promissory note — related party

​

​

​

​

(850,000)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Change in fair value of warrant liabilities

​

​

​

​

(8,877,600)

​

​

​

​

​

(411,000)

​

​

​

​

​

(1,479,600)

​

​

​

​

​

(616,500)

​

​

Net income (loss)

​

​

​

$

(11,284,061)

​

​

​

​

$

(9,894)

​

​

​

​

$

(1,531,192)

​

​

​

​

$

(378,919)

​

​

Weighted average shares outstanding, basic and diluted

​

​

​

​

3,600,000

​

​

​

​

​

3,600,000

​

​

​

​

​

3,600,000

​

​

​

​

​

3,600,000

​

​

Basic and diluted net loss per common share

​

​

​

$

(3.14)

​

​

​

​

$

(0.19)

​

​

​

​

$

(0.63)

​

​

​

​

$

(0.22)

​

​

Cash Flow Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash used in operating activities

​

​

​

$

(383,414)

​

​

​

​

$

(329,901)

​

​

​

​

$

(587,232)

​

​

​

​

$

(231,770)

​

​

Net cash used in investing activities

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

(138,000,000)

​

​

Net cash provided by financing activities

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

500,000

​

​

​

​

$

138,943,832

​

​

​

​

​

As of June 30, 2021

​

​

As of December 31, 2020

​

​

As of December 31, 2019

​

​

​

​

​

​

​

​

​

​

(restated)

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

$

241,416

​

​

​

​

$

624,830

​

​

​

​

$

712,062

​

​

Prepaid expenses and other current assets

​

​

​

$

64,794

​

​

​

​

$

65,301

​

​

​

​

$

129,666

​

​

Cash and marketable securities held in Trust Account

​

​

​

$

139,188,838

​

​

​

​

$

139,158,500

​

​

​

​

$

138,414,479

​

​

Warrant liability

​

​

​

$

12,330,000

​

​

​

​

$

3,452,400

​

​

​

​

$

1,972,800

​

​

Total liabilities

​

​

​

$

15,092,610

​

​

​

​

$

4,162,132

​

​

​

​

​

2,038,516

​

​

Ordinary shares subject to possible redemption

​

​

​

$

138,000,000

​

​

​

​

$

130,686,490

​

​

​

​

$

132,217,690

​

​

Total shareholders’ equity

​

​

​

$

(13,597,562)

​

​

​

​

$

5,000,009

​

​

​

​

$

5,000,001

​

​

50

 

​

​

​

For the Six Months Ended June 30,

​

​

For the Year Ended Decemberr 31,

​

(in thousands)

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue, net

​

​

​

$

17,638

​

​

​

​

$

14,921

​

​

​

​

$

31,775

​

​

​

​

$

33,511

​

​

Cost of revenue

​

​

​

​

9,216

​

​

​

​

​

8,624

​

​

​

​

​

17,903

​

​

​

​

​

21,337

​

​

Gross profit

​

​

​

​

8,422

​

​

​

​

​

6,297

​

​

​

​

​

13,872

​

​

​

​

​

12,174

​

​

Operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general, and administrative expenses

​

​

​

​

6,147

​

​

​

​

​

5,614

​

​

​

​

​

10,752

​

​

​

​

​

13,062

​

​

Research and development

​

​

​

​

2,426

​

​

​

​

​

2,773

​

​

​

​

​

5,592

​

​

​

​

​

5,246

​

​

Depreciation and amortization expense

​

​

​

​

67

​

​

​

​

​

76

​

​

​

​

​

149

​

​

​

​

​

319

​

​

Total operating expenses

​

​

​

​

8,640

​

​

​

​

​

8,463

​

​

​

​

​

16,493

​

​

​

​

​

18,627

​

​

Loss from operations

​

​

​

$

(218)

​

​

​

​

$

(2,166)

​

​

​

​

$

(2,621)

​

​

​

​

$

(6,453)

​

​

Net income (loss)

​

​

​

$

1,573

​

​

​

​

$

(2,470)

​

​

​

​

$

(3,168)

​

​

​

​

$

(6,973)

​

​

Cash Flow Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash used in operating activities

​

​

​

$

(1,464)

​

​

​

​

$

(2,473)

​

​

​

​

$

(1,593)

​

​

​

​

$

(6,901)

​

​

Net cash used in investing activities

​

​

​

​

(143)

​

​

​

​

​

(6)

​

​

​

​

​

(104)

​

​

​

​

​

(156)

​

​

Net cash (used in) provided by financing activities

​

​

​

​

(827)

​

​

​

​

​

1,439

​

​

​

​

​

732

​

​

​

​

​

4,045

​

​

​

​

​

As of June 30, 2021

​

​

As of December 31, 2020

​

​

As of December 31, 2019

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

6,250

​

​

​

​

$

8,564

​

​

​

​

$

9,464

​

​

Total assets

​

​

​

​

16,196

​

​

​

​

​

16,742

​

​

​

​

​

15,955

​

​

Long-term debt

​

​

​

​

722

​

​

​

​

​

2,236

​

​

​

​

​

3,571

​

​

Total liabilities

​

​

​

​

16,011

​

​

​

​

​

18,589

​

​

​

​

​

15,524

​

​

Total stockholders’ equity (deficit)

​

​

​

​

185

​

​

​

​

​

(1,847)

​

​

​

​

​

431

​

​

51

 

​

52

 

​

​

​

Pro Forma Combined

​

(in thousands, except share and per share amounts)

​

​

Assuming Minimum Redemptions

​

​

Assuming Maximum Redemptions

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Six Months Ended June 30, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

​

​

$

(8,891)

​

​

​

​

$

(8,891)

​

​

Net loss per share – basic and diluted

​

​

​

$

(0.16)

​

​

​

​

$

(0.20)

​

​

Weighted average shares outstanding of common stock – basic and diluted

​

​

​

​

55,425,531

​

​

​

​

​

44,084,600

​

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Year Ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

​

​

$

(14,755)

​

​

​

​

$

(14,755)

​

​

Net loss per share – basic and diluted

​

​

​

$

(0.27)

​

​

​

​

$

(0.33)

​

​

Weighted average shares outstanding of common stock – basic and diluted

​

​

​

​

55,425,531

​

​

​

​

​

44,084,600

​

​

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of June 30, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

207,377

​

​

​

​

$

92,947

​

​

Total liabilities

​

​

​

$

19,769

​

​

​

​

$

19,769

​

​

Total stockholders’ equity

​

​

​

$

187,608

​

​

​

​

$

73,178

​

​

53

 

54

 

​

​

​

​

​

​

​

​

​

Pro Forma Combined

​

​

Shapeways Equivalent Pro Forma Per Share Data(3)

​

​

​

​

​

Galileo (Historical)(2)

​

​

Shapeways (Historical)

​

​

Assuming Minimum Redemption

​

​

Assuming Maximum Redemption

​

​

Assuming Minimum Redemption

​

​

Assuming Maximum Redemption

​

​

As of and For the Six Months Ended June 30, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(1)

​

​

$   (0.78)

​

​

$    0.01

​

​

$3.38

​

​

$1.66

​

​

$2.81

​

​

$1.38

​

​

Weighted average shares outstanding of redeemable ordinary / common shares

​

​

13,800,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per ordinary / common share, redeemable

​

​

$0.00

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding of non-redeemable ordinary / common shares

​

​

3,600,000

​

​

21,655,829

​

​

55,425,531

​

​

44,084,600

​

​

​

​

Net income per ordinary / common share, non-redeemable

​

​

$   (3.14)

​

​

$    0.07

​

​

$   (0.16)

​

​

$   (0.20)

​

​

$   (0.13)

​

​

$   (0.17)

​

​

As of and For the Year Ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(1)

​

​

$    0.29

​

​

$   (0.11)

​

​

N/A(4)

​

​

N/A(4)

​

​

N/A(4)

​

​

N/A(4)

​

​

​

​

Weighted average shares outstanding of redeemable ordinary / common shares

​

​

13,800,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per ordinary / common share, redeemable

​

​

$0.05

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding of non-redeemable ordinary / common shares

​

​

3,600,000

​

​

25,403,048

​

​

55, 425,531

​

​

44,084,600

​

​

​

​

Net loss per ordinary / common share, non-redeemable

​

​

$   (0.63)

​

​

$   (0.12)

​

​

$   (0.27)

​

​

$   (0.33)

​

​

$   (0.22)

​

​

$   (0.28)

​

​