Delaware |
6770 |
87-2876494 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) | ||
30-02 48th AvenueLong Island City, NY 11101 |
||||
(646) 979-9885 |
Greg Kress |
Hozefa M. Botee, Esq. | |
Chief Executive Officer |
Jeffrey R. Vetter, Esq. | |
30-02 48th AvenueLong Island City, NY 11101 |
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 1250 Broadway, 23rd Floor | |
New York, New York 10001 Telephone: (212) 730-8133 | ||
Fax: (877) 881-3007 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
1 | ||||
2 | ||||
4 | ||||
4 | ||||
5 | ||||
6 | ||||
9 | ||||
10 | ||||
34 | ||||
34 | ||||
35 | ||||
39 | ||||
49 | ||||
61 | ||||
67 | ||||
82 | ||||
85 | ||||
87 | ||||
89 | ||||
93 | ||||
94 | ||||
98 | ||||
101 | ||||
101 | ||||
102 | ||||
F-1 |
• | 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 maintain profitability in the future. |
• | Shapeways faces significant competition and expects to face increasing competition in many aspects of its business, which could cause its 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 and gross margin will be adversely affected. |
• | The effects of the COVID-19 pandemic on the Company’s business and the actions Shapeways may take in response thereto. |
• | Supply chain disruptions, which may be exacerbated by the continuing COVID-19 pandemic or the conflict between Russia and Ukraine. |
• | Expectations regarding the time during which the Company will be an “emerging growth company” under the JOBS Act. |
• | Other risks and uncertainties set forth under the section entitled “Risk Factors” beginning on page 10 of this prospectus. |
• | We have a history of losses and may not maintain profitability in the future. |
• | We face significant competition and expect to face increasing competition in many aspects of our 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. |
• | We derive a significant portion of our revenue from business conducted outside the United States and are subject to the risk of doing business outside the United States. |
• | If we fail to grow our business as anticipated, our revenues, gross margin, and operating margin will be adversely affected. |
• | If our new and existing solutions and software do not achieve sufficient market acceptance, our financial results and competitive position will decline. |
• | Our attempts to expand our business into new markets and geographies may not be successful. |
• | An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares. |
• | Our issuance of additional shares of common stock or convertible securities may dilute your ownership of us and could adversely affect our stock price. |
• | Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market could cause the market price for our common stock to decline. |
• | Our operating results and financial condition may fluctuate on a quarterly and annual basis. |
• | Our stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment. |
• | If securities or industry analysts publish inaccurate or unfavorable research or reports about our business, our stock price and trading volume could decline. |
• | Failure to attract, integrate and retain additional personnel in the future, could harm our business and negatively affect our ability to successfully grow our business. |
• | Interruptions to or other problems with our website user interface, information technology systems, manufacturing processes, or other operations could damage our reputation and brand and substantially harm our business and results of operations. |
• | As part of our growth strategy, we may acquire or make investments in other businesses, patents, technologies, products, or services. We may not realize the anticipated benefits of such investments and integration of these investments may disrupt our business and divert management attention. |
• | The loss of one or more key members of our management team or personnel could harm our business. |
• | We may not timely and effectively scale and adapt our platform, processes, and infrastructure across materials, technologies, markets and software to expand our business. |
• | Our actual results may be significantly different from our projections, estimates, targets, or forecasts. |
Issuer | Shapeways Holdings, Inc. | |
Issuance of Common Stock |
||
Shares of Common Stock Offered by Us | 16,150,816 shares of common stock issuable upon the exercise of Public Warrants. | |
2,259,184 shares of common stock issuable upon the exercise of Private Warrants. | ||
Shares of Common Stock Outstanding Following the Exercise of Warrants |
67,255,706 shares, assuming all Warrants are exercised for cash. | |
Exercise Price of the Warrants | $11.50 per share, subject to adjustment as described herein. | |
Use of Proceeds | We will receive proceeds equal to the aggregate exercise price from any exercises of the Warrants, assuming the exercise of the Warrants for cash. The amount of such cash proceeds, if any, will depend on the prevailing market price of our common stock. The exercise price for any of our Public Warrants and our Private Warrants is $11.50 per share, subject to certain specified adjustments. To the extent that the market price of our common stock exceeds $11.50 per share, it is more likely that warrantholders will exercise their warrants. If the market price of our common stock is less than $11.50 per share, it is less likely that warrantholders will exercise their warrants. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes, including working capital, operating expenses and capital expenditures. See “Use of Proceeds.” | |
Resale of Common Stock |
||
Common Stock Offered by the Selling Stockholders |
Up to 10,900,174 shares. | |
Use of Proceeds | We will not receive any of the proceeds from the sale of the shares of common stock by the Selling Stockholders. | |
Resale of Warrants |
||
Warrants Offered by the Selling Warrantholders |
Up to 298,408 Private Warrants. | |
Use of Proceeds | We will not receive any of the proceeds from the sale of the Private Warrants by the Selling Warrantholders. | |
Market for Our Shares of Common Stock and Warrants |
Our common stock and Public Warrants are listed on the NYSE under the symbol “SHPW” and “SHPW WS,” respectively. | |
Risk Factors | Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus. |
• | Develop or obtain leading technologies useful in our business; |
• | Enhance our existing software products; |
• | Develop new services and technologies that address the increasingly sophisticated and varied needs of prospective customers, particularly in the area of materials diversity; |
• | Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; |
• | Successfully manage frequent introductions and transitions of technology and software; or |
• | Recruit or retain key technology employees. |
• | misalignment between the solutions and customer needs; |
• | lack of innovation of the solutions; |
• | failure of the solutions to perform in accordance with the customer’s industry standards; |
• | ineffective distribution and marketing; |
• | delay in obtaining any required regulatory approvals; |
• | unexpected production costs; or |
• | release of competitive products. |
• | difficulties in staffing and managing foreign operations; |
• | limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our offerings or work with suppliers or other third parties; |
• | potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable; |
• | foreign currency exchange risk; |
• | costs and difficulties of customizing offerings for foreign countries; |
• | challenges in providing solutions across a significant distance, in different languages, and among different cultures; |
• | laws and business practices favoring local competition; |
• | being subject to a wide variety of complex foreign laws, treaties, and regulations and adjusting to any unexpected changes in such laws, treaties, and regulations; |
• | specific and significant regulations, including the European Union’s General Data Protection Regulation, or GDPR, which imposes compliance obligations on companies who possess and use data of EU residents; |
• | uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union; |
• | compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act; |
• | tariffs, trade barriers, sanctions, and other regulatory or contractual limitations on our ability to sell or develop our offerings in certain foreign markets; |
• | operating in countries with a higher incidence of corruption and fraudulent business practices; |
• | changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices, and data privacy concerns; |
• | supply chain disruptions, which may be exacerbated by the conflict between Russia and Ukraine and the ongoing COVID-19 pandemic; |
• | potential adverse tax consequences arising from global operations; |
• | seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe; |
• | rapid changes in government, economic, and political policies and conditions; and |
• | political or civil unrest or instability, regional or larger scale conflicts or geo-political actions, including war or other military conflicts, terrorism or epidemics, and other similar outbreaks or events. |
• | diversion of management’s attention from their day-to-day |
• | unanticipated costs or liabilities associated with the acquisition; |
• | incurrence of acquisition-related costs, which would be recognized as a current period expense; |
• | problems integrating the purchased business, products or technologies; |
• | challenges in achieving strategic objectives, cost savings and other anticipated benefits; |
• | inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies; |
• | the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand; |
• | difficulty in maintaining controls, procedures, and policies during the transition and integration; |
• | challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and |
• | use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition. |
• | disruptions to or restrictions on our ability to ensure the continuous provision of our manufacturing services and solutions; |
• | temporary closures or reductions in operational capacity of our or third party manufacturing facilities; |
• | reductions in our capacity utilization levels; |
• | temporary closures of our direct and indirect suppliers, resulting in adverse effects to our supply chain, and other supply chain disruptions (which may be exacerbated by war or other military conflict), which adversely affect our ability to procure sufficient inventory to support customer orders; |
• | temporary shortages of skilled employees available to staff manufacturing facilities due to shelter-in- |
• | restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures; |
• | increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic; |
• | delays or limitations on the ability of our customers to perform or make timely payments; |
• | reductions in short- and long-term demand for our manufacturing services and solutions, or other disruptions in technology buying patterns; |
• | workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures we have taken to mitigate the impact of COVID-19 at our locations around the world in an effort to protect the health and well-being of our employees, customers, suppliers, and of the communities in which we operate (including working from home, restricting the number of employees attending events or meetings in person, limiting the number of people in our buildings and factories at any one time, further restricting access to our facilities and suspending employee travel); and |
• | our management team continuing to commit significant time, attention, and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce. |
• | the degree of market acceptance of digital manufacturing and, specifically, our services; |
• | our ability to compete with competitors and new entrants into our markets; |
• | the mix of offerings that we sell during any period; |
• | the timing of our sales and deliveries of our offerings to customers; |
• | the geographic distribution of our sales; |
• | changes in our pricing policies or those of our competitors, including our response to price competition; |
• | changes in the amount that we spend to develop and manufacture new technologies; |
• | changes in the amounts that we spend to promote our services; |
• | expenses and/or liabilities resulting from litigation; |
• | delays between our expenditures to develop and market new or enhanced solutions and the generation of revenue from those solutions; |
• | unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses; |
• | disruptions to our information technology systems; |
• | general economic and industry conditions that affect customer demand; |
• | the impact of the COVID-19 pandemic on our customers, suppliers, manufacturers, and operations; and |
• | changes in accounting rules and tax laws. |
• | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
• | our operating and financial performance and prospects; |
• | our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
• | conditions that impact demand for our services; |
• | future announcements concerning our business, our customers’ businesses, or our competitors’ businesses; |
• | the public’s reaction to our press releases, other public announcements, and filings with the SEC; |
• | the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the JOBS Act or a “smaller reporting company”; |
• | the size of our public float; |
• | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
• | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
• | strategic actions by us or our competitors, such as acquisitions or restructurings; |
• | changes in laws or regulations which adversely affect the manufacturing industry generally or Shapeways specifically; |
• | changes in accounting standards, policies, guidance, interpretations, or principles; |
• | changes in senior management or key personnel; |
• | issuances, exchanges or sales, or expected issuances, exchanges, or sales of our capital stock; |
• | changes in our dividend policy; |
• | adverse resolution of new or pending litigation against us; and |
• | changes in general market, economic, and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war or other military conflicts, and responses to such events. |
• | a classified board of directors so that not all members of our Board of Directors are elected at one time; |
• | permit the Board of Directors to establish the number of directors and fill any vacancies and newly created directorships; |
• | provide that directors may only be removed for cause and only by a super majority vote; |
• | require super-majority voting to amend certain provisions of our charter and any provision of our bylaws; |
• | authorize the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan; |
• | eliminate the ability of our stockholders to call special meetings of stockholders; |
• | prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; |
• | provide that the Board of Directors is expressly authorized to make, alter, or repeal our bylaws; and |
• | establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. |
For the period January 1, 2021 through September 29, 2021 |
Year Ended December 31, 2021 |
Transaction Accounting Adjustments |
Pro Forma SHPW |
|||||||||||||
GLEO |
SHPW |
|||||||||||||||
Revenue, net |
$ | — | $ | 33,623 | $ | — | $ | 33,623 | ||||||||
Cost of revenue |
— | 17,673 | — | 17,673 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
— | 15,950 | — | 15,950 | ||||||||||||
Operating expenses |
||||||||||||||||
Selling, general and |
— | 17,561 | — | 17,561 | ||||||||||||
Research and development |
— | 6,281 | — | 6,281 | ||||||||||||
Amortization and |
— | 133 | — | 133 | ||||||||||||
Operating and formation |
2,807 | — | — | 2,807 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
2,807 | 23,975 | — | 26,782 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(2,807 | ) | (8,025 | ) | — | (10,832 | ) | |||||||||
Other income (expense): |
||||||||||||||||
Long-term debt forgiveness |
— | 2,000 | — | 2,000 | ||||||||||||
Interest expense |
— | (404 | ) | — | (404 | ) | ||||||||||
Interest income |
— | 1 | — | 1 | ||||||||||||
Other income |
— | 7 | — | 7 | ||||||||||||
Interest earned on marketable securities held |
32 | — | (32 | ) A |
— | |||||||||||
Change in fair value of convertible promissory note |
(787 | ) | — | 787 | B |
— | ||||||||||
Change in fair value of |
(7,125 | ) | 8,106 | 7,125 | C |
8,106 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other (expense) |
(7,880 | ) | 9,710 | 7,880 | 9,710 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) income before income |
(10,687 | ) | 1,685 | 7,880 | (1,122 | ) | ||||||||||
Income tax benefit |
— | (71 | ) | — | (71 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income |
(10,687 | ) | 1,756 | 7,880 | (1,051 | ) | ||||||||||
Deemed dividend—Earnout |
— | (18,132 | ) | — | (18,132 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders |
$ | (10,687 | ) | $ | (16,376 | ) | $ | 7,880 | $ | (19,183 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share (Note 3): |
||||||||||||||||
Weighted average shares outstanding—basic and diluted |
41,040,637 | 49,619,138 | ||||||||||||||
Net loss per share attributable to common stockholders — |
$ | (0.40 | ) | $ | (0.39 | ) |
B. | Represents the elimination of the loss recognized related to the change in fair value of the Sponsor Note as a result of the conversion of the Sponsor Note, at the option of the Sponsor, into 500,000 Sponsor Warrants. |
C. | Represents the elimination of the change in fair value of warrant liabilites recognized by Galileo prior to the Closing. |
Year Ended December 31, 2021 |
||||
Pro forma net loss attributable to common stockholders |
$ | (19,183 | ) | |
Weighted average shares outstanding—basic and diluted |
49,619,138 | |||
Pro forma net loss per share attributable to common stockholders—basic and diluted (1) |
$ | (0.39 | ) | |
Weighted average shares calculation—basic and diluted |
||||
Legacy Shapeways shares (2) |
36,427,490 | |||
Galileo common stock |
2,781,648 | |||
Galileo founder and representative shares |
2,910,000 | |||
Shares issued in PIPE Investment |
7,500,000 | |||
|
|
|||
49,619,138 |
||||
|
|
(1) |
The dilutive effects of the Company’s common stock warrants, earnout shares, and restricted stock units were not included in the computation of diluted net loss per share because the effect would have been anti-dilutive. |
(2) |
Includes 4,833,059 options to purchase shares of common stock due to their nominal exercise prices as of the Closing. |
• | Market conditions that may impact our pricing; |
• | Product mix changes between established manufacturing product offerings and new manufacturing product offerings; |
• | Mix changes between products we manufacture in house and through outsourced manufacturers; |
• | Our cost structure, including rent, materials costs, machine costs, labor rates, and other manufacturing operations costs; and |
• | Our level of investment in new technologies. |
Year Ended December 31, |
Change |
|||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Revenue |
$ | 33,623 | $ | 31,775 | $ | 1,848 | 6 | % |
Year Ended December 31, |
Change |
|||||||||||||||
(Dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Cost of Revenue |
$ | 17,673 | $ | 17,903 | $ | (230 | ) | (1 | )% |
Year Ended December 31, |
||||||||
(Dollars in thousands) |
2021 |
2020 |
||||||
Net income (loss) |
$ | 1,756 | $ | (3,168 | ) | |||
Debt forgiveness |
(2,000 | ) | — | |||||
Interest expense, net |
403 | 581 | ||||||
Depreciation and amortization |
593 | 473 | ||||||
Stock-based compensation |
2,907 | 721 | ||||||
Change in fair value of warrant liabilities |
(8,106 | ) | — | |||||
Income tax benefit |
(71 | ) | (29 | ) | ||||
Other |
15 | 30 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | (4,503 | ) | $ | (1,392 | ) | ||
|
|
|
|
Year Ended December 31, |
||||||||
(Dollars in thousands) |
2021 |
2020 |
||||||
Net cash used in operating activities |
$ | (8,059 | ) | $ | (1,593 | ) | ||
Net cash used in investing activities |
(3,960 | ) | (104 | ) | ||||
Net cash provided by financing activities |
83,267 | 732 | ||||||
|
|
|
|
|||||
Net change in cash and cash equivalents and restricted cash |
$ | 71,248 | $ | (965 | ) | |||
|
|
|
|
• | Expand Materials Offering . |
• | Build a Diverse, Global Customer Base . |
• | Expand Within and Beyond Additive Manufacturing . low-volume part production. As our customers scale in volume, they often graduate into these traditional methods; therefore, we believe adding these capabilities will allow us to capture a larger portion of customer spend and grow with our customers’ needs. We plan to leverage our outsourced supply chain partners to support these manufacturing capabilities while we focus our internal manufacturing capabilities on additive manufacturing. |
• | Further Commercialize Software Offering . |
• | Target Strategic M&A and Partnership Opportunities . end-markets, hardware technologies and materials, but many of these manufacturers have not implemented software to fully digitize their manufacturing process and complete their digital transformation. We plan to grow inorganically by acquiring companies that we believe can help us accelerate our investment in new hardware, materials, and finishing capabilities, as well as new geographies and vertical markets. We believe our expertise in both software and manufacturing makes us well positioned to evaluate such opportunities as they become available. |
• | High quality, flexible on-demand manufacturing with proprietary purpose-built softwarelow-volume, complex one-part production at scale. We offer high quality, flexible on-demand manufacturing services to deliver finished end parts to our customers in days instead of the weeks or months that are required by traditional manufacturers. |
• | Platform scalability and quick adaptability to market shifts |
• | Enabling platform adoption across customer types and industries |
• | Experienced management team with strong investor support end-to-end |
• | Design in-house experts, we assist with file optimization, file correction, material and technology consultation, and prototyping. We also review digital files so they are optimized for materials, strength, structure, and cost, working closely with our customers to ensure quality and end-user satisfaction. Finally, we offer custom rapid-prototyping services that can accelerate product development by allowing our customers to iterate designs both virtually and physically prior to production. |
• | Production end-parts. We also offer custom-branded packing and fulfillment. Shapeways has high quality, low-volume production with a 30-day average of approximately 98% on- time delivery globally with less than a 1% customer complaint rate for the year ended December 31, 2021. By shipping products directly to our customers’ end customers, we can help reduce the potential for issues related to order fulfillment. The table below shows 10 common materials offered by Shapeways and the 10 types of technologies that are used to manufacture end parts using the material, in each case as of December 2021. |
Name |
Material |
Technology | ||
Accura 60, Accura Xtreme, Accura Xtreme 200, Grey Primed SLA | Accura 60, Accura Xtreme, Accura Xtreme 200, LT9000 | SLA | ||
MJF Plastic PA12, PA12GB, Polypropylene | Nylon 12, Nylon 12 Glass Bead Filled, Polypropylene | MJF | ||
PA11, TPU, Versatile Plastic, Nylon 6 Mineral Filled , Arnite ® T AM1210 |
Nylon 11, Thermoplastic Polyurethane, Nylon 12, Nylon 6 Mineral Filled, PBT | SLS | ||
Multi-Color Polyjet | Vero | Polyjet | ||
Stainless Steel 316L, Stainless Steel 17-4PH, 4140 Steel, Copper |
Stainless Steel 316L, Stainless Steel 17-4PH, 4140 Steel, Copper |
BMD | ||
High Definition Full Color, Fine Detail Plastic | Mimaki MH-100, Visijet M3 Crystal |
Material Jetting | ||
BHDA, Ultracur3D ® RG 35, 5015 Elastomeric Shore A 70, 3843 Tough HDT80, 3172 Tough High Impact |
R5 Gray, Ultracur3D ® RG 35, 5015 Elastomeric Shore A 70, 3843 Tough HDT80, 3172 Tough High Impact |
DLP | ||
EPU 40, RPU 70, UMA 90 | Elastomeric Polyurethane, Rigid Polyurethane, Urethane Methacrylate | DLS | ||
Aluminum | Aluminum | DMLS | ||
Steel, Stainless Steel 316L | 420 Steel / Bronze (60:40),Stainless Steel 316L, Stainless Steel 17-4PH, Gypsum |
Binder Jetting | ||
Bronze, Brass, Copper, Gold Plated Brass, Gold, Platinum, Rhodium Plated Brass, Silver | Wax Casting | Casting |
• | Scale e-commerce providers, allowing our customers who sell consumer-facing goods to connect their stores directly to our platform. Further, our customers have access to our service and support teams, who provide them with deep domain expertise in digital manufacturing technology, materials and production processes. |
• | Improved Accessibility end-to-end |
• | Increased Productivity end-to-end |
• | Expanded Capabilities |
• | Wide range of plastic materials offerings; |
• | Growing portfolio of metals offerings with ability to supply new materials as they become available; |
• | Part quality and consistency across over 23 million parts; |
• | Serving a broad range of customers and industries; |
• | End-to-end |
• | Proprietary software platform to streamline customer operations; |
• | Strategic ecosystem of partner integrations; and |
• | Opportunity to expand to traditional manufacturing capabilities and capture more customers’ share of wallet. |
• | Raise the Bar: For ourselves, our teams, and our products. |
• | Over Communicate: Go above and beyond to keep each other informed. |
• | Win Together: Enable and support each other on the pathway to success. |
Name |
Age |
Position | ||||
Josh Wolfe |
44 | Chairman, Director | ||||
Greg Kress |
40 | Chief Executive Officer, Director | ||||
Jennifer Walsh |
47 | Chief Financial Officer | ||||
Miko Levy |
43 | Chief Revenue Officer | ||||
Alberto Recchi |
48 | Director | ||||
Patrick S. Jones |
77 | Director | ||||
Robert Jan Galema |
55 | Director | ||||
Ryan Kearny |
53 | Director | ||||
Leslie Campbell |
63 | Director |
• | the Class I directors, Robert Jan Galema and Ryan Kearny, serving until the annual meeting to be held in 2022; |
• | the Class II directors, Alberto Recchi and Patrick S. Jones, serving until the annual meeting to be held in 2023; and |
• | the Class III directors, Josh Wolfe, Greg Kress and Leslie Campbell, serving until the annual meeting to be held in 2024. |
• | appointing, compensating, retaining, evaluating, terminating and overseeing the Company’s independent registered public accounting firm; |
• | discussing with the Company’s independent registered public accounting firm their independence from management; |
• | reviewing, with the Company’s independent registered public accounting firm, the scope and results of their audit; |
• | approving all audit and permissible non-audit services to be performed by the Company’s independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and the Company’s independent registered public accounting firm the quarterly and annual financial statements that the Company files with the SEC; |
• | overseeing the Company’s financial and accounting controls and compliance with legal and regulatory requirements; |
• | overseeing the Company’s policies on risk management, including reviewing the Company’s cybersecurity and other information technology risks, controls and procedures, including the Company’s plans to mitigate cybersecurity risks and to respond to data breaches; |
• | reviewing related person transactions; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving the corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, and reviewing and approving the compensation of the Company’s Chief Executive Officer, provided that the Chief Executive Officer may not be present during voting or deliberations on his or her compensation; |
• | in consultation with the Chief Executive Officer, establishing, and evaluating performance against, the corporate performance goals and objectives relevant to the compensation of the executive officers other than the Company’s Chief Executive Officer, and reviewing and approving all compensation to be paid or awarded to all other executive officers and other employees that report directly to the Chief Executive Officer; |
• | overseeing the Company’s overall compensation structure and material benefit plans; |
• | reviewing and making recommendations to the Board regarding the Company’s compensation and benefit plans and equity incentive plans; |
• | making recommendations to the Board regarding the compensation of the Company’s non-employee directors; |
• | determining stock ownership guidelines for independent directors and executive officers |
• | of the Company and monitoring compliance with such guidelines; and |
• | retaining and overseeing any compensation consultants. |
• | identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board; |
• | overseeing succession planning for the Company’s Chief Executive Officer and other executive officers; |
• | periodically reviewing the Board’s leadership structure and recommending any proposed changes to the Board; |
• | leading the periodic performance review of the Board, its committees and management; |
• | developing, evaluating and recommending to the Board a set of corporate governance guidelines; and |
• | periodically reviewing and assessing policies, practices, risk assessments and risk management regarding corporate social responsibility and sustainability performance, including environmental, social and governance matters. |
Year | Salary ($) (1) |
Bonus ($) | Stock Awards ($) (3) |
Option Awards ($) (4) |
Non-Equity Incentive Compens ation (5) |
All Other Compensat ion ($) (6) |
Total ($) | |||||||||||||||||||||||||
Gregory Kress |
2021 | $ | 359,021 | $ | 79,013 | $ | 1,046,949 | — | — | $ | 11,600 | $ | 1,496,583 | |||||||||||||||||||
Chief Executive Officer |
2020 | $ | 350,000 | $ | 200,000 | (2) |
— | $ | 242,959 | — | $ | 8,550 | $ | 801,509 | ||||||||||||||||||
Miko Levy |
2021 | $ | 262,885 | $ | 92,500 | $ | 51,490 | — | — | $ | 11,600 | $ | 418,475 | |||||||||||||||||||
Chief Revenue Officer |
2020 | $ | 250,000 | $ | 100,000 | — | $ | 24,296 | $ | 90,000 | $ | 8,550 | $ | 472,846 | ||||||||||||||||||
Jennifer Walsh |
2021 | $ | 333,375 | $ | 51,188 | $ | 840,983 | — | — | $ | 11,600 | $ | 1,237,146 | |||||||||||||||||||
Chief Financial Officer |
2020 | $ | 325,000 | $ | 97,500 | — | — | — | $ | 8,550 | $ | 431,050 |
(1) | The amounts in this column represent the base salaries earned in fiscal years 2021 and 2020. |
(2) | In 2020, Mr. Kress’s bonus was contingent upon closing funding for Legacy Shapeways. His original target was $150,000; however, the Legacy Shapeways board of directors approved a larger bonus of $200,000 in 2020 for superior performance as determined by the Legacy Shapeways board of directors, as shown above. |
(3) | There were no stock awards granted in 2020 to named executive officers. The amounts disclosed in this column for 2021 include the grant-date fair value for all stock awards, consisting of both time-based restricted stock units (“Transaction Bonus RSUs”) and performance-based restricted stock units (“Earn-Out |
RSUs”) computed in accordance with ASC Topic 718. The Transaction Bonus RSUs vested within 30 days of the Closing Date and settled in shares of Common Stock of the Company within 74 days following the Closing Date. The value of the Earn-Out RSUs are based on the probable outcome of the performance condition to which such awards are subject, which was calculated using a Monte Carlo valuation model in accordance with FASB ASC Topic 718. Based on the foregoing, the grant date fair value is $1.15 per share for the Earn-Out RSUs granted to each of Mr. Kress, Mr. Levy, and Ms. Walsh that are based on the relative price of the Company’s Common Stock. The grant date fair value of the Earn-Out RSUs, based upon the trading price of the Company’s Common Stock as of the grant date ($3.80), and assuming achievement at the maximum level of performance, is $308,949 for Mr. Kress, $51,490 for Mr. Levy, and $102,983 for Ms. Walsh. See Note 12 to Shapeways’ audited consolidated financial statements included elsewhere in this prospectus for a discussion of the assumptions made by Shapeways in determining the grant-date fair value of Shapeways’ equity awards. |
(4) | The amounts in this column represent the aggregate grant-date fair value of the granted option awards, computed in accordance with the FASB’s ASC Topic 718. See Note 12 to Shapeways’ audited consolidated financial statements included elsewhere in this prospectus for a discussion of the assumptions made by Shapeways in determining the grant-date fair value of Shapeways’ equity awards. |
(5) | The amount in this column represents commissions paid based on sales commission awards under Shapeways’ sales compensation incentive plan. |
(6) | The amounts in this column represent employer contributions made to each named executive officer’s 401(k) plan account in respect of 2021 and 2020. |
• | The threshold revenue growth target will be 60% of budgeted target growth, meaning that if revenue growth is below such threshold target, no bonus for such year will be payable; |
• | Between 60% and 100% achievement of the revenue growth target (i.e., between threshold and target achievement), the amount of the bonus for such year will be determined on a linear interpolation basis between 0% and 100% payment of target bonus; and |
• | Between 100% and 150% (or greater) achievement of the revenue growth target (i.e., between target and maximum achievement), the amount of the bonus for such year will be determined on a linear interpolation basis between 100% and 200% payout of target bonus. |
Number of Securities Underlying Unexercised Options (#) Vested |
Number of Securities Underlying Unexercised Options (#) Unvested |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||||||||||||||||||||||
Gregory Kress |
932,687 | (1) |
— | — | $ | 0.49 | (2) | 2/26/2028 | — | — | — | — | ||||||||||||||||||||||||
Chief Executive Officer |
417,735 | (1) |
— | — | $ | 0.49 | 9/5/2028 | — | — | — | — | |||||||||||||||||||||||||
1,007,444 | — | — | $ | 0.50 | 5/5/2030 | — | — | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 268,651 | (2) |
$ | 996,695 | (2) | |||||||||||||||||||||||||
Miko Levy |
302,233 | (1) |
— | — | $ | 0.50 | 10/29/2029 | — | — | — | — | |||||||||||||||||||||||||
Chief Revenue Officer |
100,744 | — | — | $ | 0.50 | 5/5/2030 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 44,774 | (2) |
$ | 166,112 | (2) | |||||||||||||||||||||||||
Jennifer Walsh |
250,980 | (1) |
— | — | $ | 0.49 | 9/5/2028 | — | — | — | — | |||||||||||||||||||||||||
Chief Financial Officer |
89,497 | (1) |
— | — | $ | 0.49 | 9/5/2028 | — | — | — | — | |||||||||||||||||||||||||
402,977 | — | — | $ | 0.50 | 7/23/2029 | — | — | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 89,550 | (2) |
$ | 332,231 | (2) |
(1) | The option was immediately exercisable for all shares. As further described below, effective as of the closing of the Business Combination, the unvested shares underlying the options above were accelerated in full. |
(2) | Effective as of the closing of the Business Combination, the named executive officers received Earn-Out RSUs. Subject to the satisfaction of the share-price based performance vesting conditions, each Earn-out RSU represents the right to receive one share of Common Stock of the Company. The Earn-out RSUs will be subject to share-price based performance vesting conditions as follows: (i) if, at any time prior to September 29, 2024 (the “RSU Earn-out Period”), the Company’s Common Stock equals or exceeds $14.00 per share for 30 consecutive trading days, one half (1/2) of the Earn-out RSUs shall vest; and (ii) if, at any time prior to the completion of the RSU Earn-out Period, the Company’s Common Stock equals or exceeds $16.00 per share for 30 consecutive trading days, the remaining one half (1/2) of the Earn-out RSUs shall vest. If the RSU Performance Milestones (as defined below) are not met during the RSU Earn-out Period, then the applicable Earn-out RSUs shall be automatically forfeited. The fair value of the Earn-Out RSUs shown in the table assumes one half (1/2) of the Earn-out RSUs will vest and is based on the price of the Company’s Common Stock on the last trading day of 2021, which is $3.71 per share. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1) |
Total ($) | |||||||||
Josh Wolfe |
$ | 17,750 | — | $ | 17,750 | |||||||
Leslie Campbell |
$ | 11,226 | $ | 215,000 | $ | 226,226 | ||||||
Robert Jan Galema |
$ | 12,750 | — | $ | 12,750 | |||||||
Patrick S. Jones |
$ | 14,750 | $ | 215,000 | $ | 229,750 | ||||||
Ryan Kearny |
$ | 11,250 | $ | 215,000 | $ | 226,250 | ||||||
Alberto Recchi |
$ | 14,750 | — | $ | 14,750 |
(1) | The amounts in this column represent the aggregate grant-date fair value of the granted RSU awards, computed in accordance with the FASB’s ASC Topic 718. See Note 12 to Shapeways’ audited consolidated financial statements included elsewhere in this prospectus for a discussion of the assumptions made by Shapeways in determining the grant-date fair value of Shapeways’ equity awards. Subject to the director’s continuing service, the service-based requirement will be satisfied in equal annual installments over a 3-year period, and the vesting date in each year will be the anniversary of the date of grant (or if there is no corresponding date, the last date of the month). Upon a transaction constituting a “Change in Control” as defined in the Incentive Plan, the service-based requirement applicable to outstanding equity awards granted pursuant thereto shall be deemed satisfied in full upon the effective date of such transaction. |
• | Each non-employee director receives an annual cash retainer of $35,000. |
• | A non-executive chairperson is paid an additional annual cash retainer of $30,000. |
• | To the extent Shapeways appoints a director as “lead independent director” (if not the chairperson), such director is paid an additional annual cash retainer of $17,500. |
• | Directors receive an additional annual cash retainer, as set forth below, for their service on Board committees as follows: |
Committee |
Chairperson |
Member |
||||||
Audit |
$ | 20,000 | $ | 10,000 | ||||
Compensation and Human Capital |
$ | 12,000 | $ | 6,000 | ||||
Nominating and Corporate Governance |
$ | 8,000 | $ | 4,000 |
• | All cash retainers are paid in arrears in quarterly installments within 30 days after the fiscal quarter end. |
Equity compensation plans |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted- average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans |
|||||||||
Equity compensation plans approved by security holders |
5,466,835 | (1) |
$ | 0.63 | (2) |
7,446,310 | (3) | |||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
Total |
5,466,835 | (1) |
$ | 0.63 | (2) |
7,446,310 | (3) |
(1) | Represents 4,806,387 outstanding options under the 2010 Stock Plan and 660,448 restricted stock units under the 2021 Equity Incentive Plan. |
(2) | Represents the weighted-average exercise price of the 4,806,387 outstanding options. |
(3) | Includes 6,550,589 and 895,721 shares available for future issuance under the Incentive Plan and ESPP, respectively. Pursuant to the Incentive Plan, the aggregate number of shares of common stock that may be issued under the plan automatically increases by a number equal to the lesser of (i) five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of shares of common stock determined by the Board. Pursuant to the ESPP, the aggregate number of shares of common stock that may be issued under the plan automatically increases by a number equal to the lesser of (i) one percent (1%) of the total number of shares of common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of shares of common stock determined by the Board. |
• | Shapeways has been or is to be a participant; |
• | the amount involved exceeded or exceeds the lesser of (a) $120,000 or (b) one percent of the average of Shapeways’ total assets at year-end for the fiscal years ended December 31, 2020 and 2019; and |
• | any of Shapeways’ directors, executive officers or holders of more than 5% of its capital stock prior to the Business Combination, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. |
Legacy Shapeways Stockholder |
Principal Balance of Convertible Promissory Notes |
Converted Series E Preferred Shares |
||||||
Union Square Ventures 2008, L.P. |
$ | 1,666,667 | 565,425 | |||||
Lux Co-Invest Opportunities, L.P. |
$ | 1,666,667 | 565,425 | |||||
Stichting Depositary INKEF Investment Fund |
$ | 1,666,667 | 565,425 |
• | any person who is, or at any time during the applicable period was, one of the Company’s executive officers or one of the Company’s directors; |
• | any person who is known by the Company to be the beneficial owner of more than 5% of the Company’s voting shares; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, in-law or sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest. |
• | each person known by Shapeways to be the beneficial owner of more than 5% of outstanding common stock on such date; |
• | each current named executive officer of Shapeways and each member of Shapeways’ board of directors; and |
• | all of Shapeways’ executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Percentage of Outstanding Shares |
||||||
Directors and Named Executive Officers |
||||||||
Josh Wolfe (2) |
7,134,051 | 14.6 | % | |||||
Greg Kress (3) |
2,475,871 | 4.8 | % | |||||
Jennifer Walsh (4) |
870,171 | 1.8 | % | |||||
Miko Levy (5) |
402,977 | * | ||||||
Alberto Recchi (6) |
951,531 | 1.9 | % | |||||
Patrick Schwager Jones |
13,000 | * | ||||||
Robert Jan Galema (7) |
3,508,963 | 7.2 | % | |||||
Ryan Kearny |
— | — | ||||||
Leslie Campbell |
— | — | ||||||
All executive officers and directors as a group (9 individuals) |
15,356,564 | 29.3 | % | |||||
5% Beneficial Holders |
||||||||
Andreessen Horowitz Fund III, L.P. (8) |
5,304,463 | 10.9 | % | |||||
Koninklijke Philips N.V. (F/K/A Koninklijke Philips Electronics) (9) |
4,146,478 | 8.5 | % | |||||
Lux Capital (10) |
7,134,051 | 14.6 | % | |||||
Stichting Depositary INKEF Investment Fund (11) |
3,508,963 | 7.2 | % | |||||
Union Square Ventures 2008, L.P. (12) |
6,107,670 | 12.5 | % |
* | Less than 1% |
(1) | Unless otherwise indicated, the business address of each executive officer and director of the Company is c/o Shapeways Holdings, Inc., 30-02 48th Avenue, Long Island City, NY 11101. |
(2) | Consists of (i) 3,811,111 shares held by Lux Ventures III, L.P., of which 381,111 shares are subject to the Earnout Terms (as defined in Note 3 to the consolidated financial statements included in this prospectus), (ii) 3,148,460 shares held by Lux Co-Invest Opportunities, L.P., of which 284,846 shares are subject to the Earnout Terms, (iii) 172,666 shares held by Lux Ventures Cayman III, L.P., of which 17,266 shares are subject to the Earnout Terms and (iv) 1,814 shares held by Lux Ventures III Special Founders Fund, L.P., of which 181 shares are subject to the Earnout Terms. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Lux Venture Partners III, LLC is the general partner of Lux Ventures III, LP and of Lux Ventures III Special Founders Fund, L.P. Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited. The individual managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P. and Lux Ventures III Special Founders Fund, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is c/o Lux Capital Management, 920 Broadway, 11th Floor, New York, NY 10010. |
(3) | Consists of (i) 118,005 shares of common stock and (ii) 2,357,866 shares subject to options, which are fully vested and exercisable within 60 days of April 8, 2022. |
(4) | Consists of (i) 126,717 shares of common stock and (ii) 743,454 shares subject to options, which are fully vested and exercisable within 60 days of April 8, 2022. |
(5) | Consists of 402,977 shares subject to options, all of which are fully vested and exercisable. |
(6) | Consists of (i) 653,123 shares and (ii) 298,408 warrants exercisable for shares of common stock held by Alberto Recchi through an entity he controls, Ampla Capital LLC. The address for Ampla Capital LLC is 1049 Park Ave. 14A, New York, NY 10028. |
(7) | Consists of 3,508,963 shares held by Stichting Depositary INKEF Investment Fund, of which 325,896 shares are subject to the Earnout Terms. Robert John Galema, Roel Bulthuis, Corne Jansen and Wolfgang Noldeke together exercise voting and investment control over shares held by Stichting Depositary INKEF Investment Fund. The address for these entities and individuals is Gustav Mahlerplein 66b, 9th Floor, 1082 MA, Amsterdam, the Netherlands. |
(8) | Consists of (i) 4,989,040 shares received by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively the “AH Fund III Entities”), in the Business Combination as an equityholder of Legacy Shapeways, of which 488,904 shares are subject to the Earnout Terms and (ii) 315,423 shares held by AH Parallel Fund III, L.P., of which 31,542 shares are subject to the Earnout Terms, for itself and as a nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. The address for the entities set forth herein is 2865 Sand Hill Road, Suite 101, Menlo Park, CA 94025. |
(9) | Includes 414,647 shares subject to the Earnout Terms. The address for Koninklijke Philips N.V. (F/K/A Koninklijke Philips Electronics N.V.) is Philips International BV, Amstelplein 2, 1096 BC Amsterdam, the Netherlands. |
(10) | Includes the shares referenced in footnote (2). |
(11) | Includes the shares referenced in footnote (7). |
(12) | Consists of 6,107,670 shares held by Union Square Ventures 2008, L.P., of which 580,767 shares are subject to the Earnout Terms. The address for Union Square Ventures 2008, L.P. is 2865 Sand Hill Road, Suite 101, Menlo Park, CA 94025. |
Before the Offering |
After the Offering |
|||||||||||||||||||||||||||
Shares of Common Stock Beneficially Owned |
Number of Warrants Beneficially |
Number of Shares of Common Stock or Warrants to be |
Shares of Common Stock Beneficially Owned |
Number of Warrants Beneficially |
||||||||||||||||||||||||
Selling Securityholders |
Number |
%(1) |
Owned |
Sold in the Offering |
Number |
% |
Owned |
|||||||||||||||||||||
Andreessen Horowitz Fund III, L.P.(2) |
5,304,463 | 10.9 | % | — | 100,000 | 5,204,463 | 10.7 | % | — | |||||||||||||||||||
Kevin S. Choksi Trust Dated 9-24-2013 |
100,000 | * | — | 100,000 | — | — | — | |||||||||||||||||||||
Desktop Metal Operating, Inc.(3) |
2,000,000 | 4.1 | % | — | 2,000,000 | — | — | — | ||||||||||||||||||||
Stitching Depositary INKEF Investment Funds(4) |
3,508,963 | 7.2 | % | — | 250,000 | 3,258,963 | 6.7 | % | — | |||||||||||||||||||
Lux Capital(5) |
7,134,051 | 14.6 | % | — | 7,134,051 | — | — | — | ||||||||||||||||||||
Union Square Ventures 2008, L.P.(6) |
6,107,670 | 12.5 | % | — | 300,000 | 5,807,670 | 11.9 | % | — | |||||||||||||||||||
Ampla Capital, LLC(7) |
653,123 | 1.3 | % | 298,408 | 951,531 | — | — | — | ||||||||||||||||||||
Other Selling Securityholders(8) |
363,000 | * | — | 363,000 | — | — | — |
(1) | The percentage of beneficial ownership before this offering is calculated based on 48,845,706 shares of our common stock outstanding as of April 8, 2022. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. |
(2) | Consists of (i) 4,889,040 shares received by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively the “AH Fund III Entities”), in the Business Combination as an equityholder of Shapeways, of which 488,904 shares are subject to the Earnout Terms (as defined in the Proxy Statement), (ii) 100,000 shares that the Andreessen Horowitz Fund III, L.P. purchased in the PIPE Investment and (iii) 315,423 shares held by AH Parallel Fund III, L.P., of which 31,542 shares are subject to the Earnout Terms (as defined in the Proxy Statement), for itself and as a nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. AH Equity Partners III, L.L.C., the general partner of Andreessen Horowitz Fund III, L.P., may be deemed to have sole voting an dispositive power over the shares held by Andreessen Horowitz Fund III, L.P. The managing members of AH Equity Partners III, L.L.C. are Marc Andreessen and Ben Horowitz, and each of them may be deemed to hold shared voting and dispositive power over the shares held by Andreessen Horowitz Fund III, L.P. The address for persons and entities set forth herein is 2865 Sand Hill Road, Suite 101, Menlo Park, CA 94025. |
(3) | Desktop Metal Operating, Inc.’s parent and sole shareholder, Desktop Metal, Inc., is a beneficial owner of these shares. The address of these entities is 63 Third Avenue Burlington, MA 01803. |
(4) | Consists of (i) 3,258,963 shares held by Stichting Depositary INKEF Investment Fund, of which 325,896 shares are subject to the Earnout Terms (as defined in the Proxy Statement) and (ii) 250,000 shares of common stock purchased by Stitchting Depositary INKEF Investment Funds in the PIPE Investment. Robert John Galema, Roel Bulthuis, Corne Jansen and Wolfgang Noldeke together exercise voting and investment control over shares held by Stichting Depositary INKEF Investment Fund. Mr. Galema is a member of our Board. The address for Stichting Depositary INKEF Investment Fund and individuals is Gustav Mahlerplein 104, 22nd Floor, 1082 MA, Amsterdam, the Netherlands. |
(5) | Consists of (i) 3,811,111 shares held by Lux Ventures III, L.P., of which 381,111 shares are subject to the Earnout Terms (as defined in the Proxy Statement), (ii) 2,848,460 shares held by Lux Co-Invest Opportunities, L.P., of which 284,846 shares are subject to the Earnout Terms (as defined in the Proxy Statement), (iii) 172,666 shares held by Lux Ventures Cayman III, L.P., of which 17,266 shares are subject to the Earnout Terms (as defined in the Proxy Statement), (iv) 1,814 shares held by Lux Ventures III Special Founders Fund, L.P., of which 181 shares are subject to the Earnout Terms (as defined in the Proxy Statement) and (v) 300,000 shares of common stock purchased by Lux Co-Invest Opportunities, L.P. in the PIPE Investment. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Lux Venture Partners III, LLC is the general partner of Lux Ventures III, LP and of Lux Ventures III Special Founders Fund, L.P. Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited. Mr. Wolfe is a member of our Board. The individual managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P. and Lux Ventures III Special Founders Fund, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is c/o Lux Capital Management, 920 Broadway, 11th Floor, New York, NY 10010. |
(6) | Consists of (i) 5,807,670 shares held by Union Square Ventures 2008, L.P., of which 580,767 shares are subject to the Earnout Terms (as defined in the Proxy Statement and (ii) 300,000 shares purchased by Union Square Ventures 2008, L.P. in the PIPE Investment. Union Square GP 2008, LLC is the General Partner of Union Square Ventures 2008, LP and has sole voting and investment power with regards to the shares held directly by Union Square Ventures 2008, L.P. Fred Wilson, Brad Burrnham and Albert Wenger are the managing members of Union Square GP 2008, LLC and, therefore, share voting and investment power with regard to the shares held directly by union Square Ventures 2008, LP. The address for these entities is 920 Broadway 2nd Floor New York, NY 10010. |
(7) | Consists of (i) 653,123 shares and (ii) 298,408 Warrants received in the Distribution. The members of Ampla Capital LLC are Alberto Recchi and Monica Fuentes. Mr. Recchi and Ms. Fuentes may be deemed to have voting and dispositive power over the securities held by Ampla Capital, LLC. The address of Ampla Capital, LLC is 1049 Park Ave, Apt 14A, New York, New York 10028. Mr. Recchi is a member of our Board. |
(8) | Consists of shares held by Ansari 3 Twelve LLC II, Stifel Venture Corp., The SPAC & New Issue ETF and Patrick Jones. Mr. Jones is a member of our Board. The disclosure with respect to these Selling Securityholders is being made on an aggregate basis, as opposed to an individual basis, because their aggregate holdings are less than 1% of the outstanding shares of our common stock. |
• | prior to the time of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and |
• | on or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual meeting stockholders, and not by written consent, by the affirmative vote of at least 66 2 ⁄3 % of the outstanding voting stock which is not owned by the interested stockholder. |
• | 1% of the total number of shares of our common stock then outstanding; or |
• | the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more (by vote or value) of our shares; |
• | persons that acquired our common stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market |
• | persons holding our common stock as part of a “straddle,” constructive sale, hedge, conversion or other integrated or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships (or entities or arrangements classified as partnerships or other pass-through entities for |
• | U.S. federal income tax purposes) and any beneficial owners of such partnerships; |
• | tax-exempt entities; |
• | controlled foreign corporations; and |
• | passive foreign investment companies. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct by the Non-U.S. holder of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
Audited Financial Statements as of and for the Years ended December 31, 2021 and 2020 |
| |||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Accounts receivable |
||||||||
Inventory |
||||||||
Promissory note due from related party |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Right-of-use |
||||||||
Goodwill |
||||||||
Security deposits |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity (Deficit) |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses and other liabilities |
||||||||
Current portion of long-term debt |
||||||||
Operating lease liabilities, current |
||||||||
Deferred revenue |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Operating lease liabilities, net of current portion |
||||||||
Warrant liabilities |
||||||||
Long-term debt |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Stockholders’ equity (deficit) (1) |
||||||||
Preferred stock ($ |
||||||||
Common stock ($ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity (deficit) |
$ | $ | ||||||
|
|
|
|
(1) | Retroactively restated for the reverse recapitalization as described in Notes 1 and 3. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue, net |
$ | $ | ||||||
Cost of revenue |
||||||||
|
|
|
|
|||||
Gross profit |
||||||||
Operating expenses |
||||||||
Selling, general and administrative |
||||||||
Research and development |
||||||||
Amortization and depreciation |
||||||||
|
|
|
|
|||||
Total operating expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
||||||||
Long-term debt forgiveness |
||||||||
Change in fair value of warrant liabilities |
||||||||
Interest expense |
( |
) | ( |
) | ||||
Interest income |
||||||||
Other income |
||||||||
Loss on disposal of assets |
( |
) | ||||||
|
|
|
|
|||||
Total other income (expense), net |
( |
) | ||||||
|
|
|
|
|||||
Income (loss) before income tax benefit |
( |
) | ||||||
Income tax benefit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net income (loss) |
( |
) | ||||||
Deemed dividend—Earnout Shares |
( |
) | ||||||
|
|
|
|
|||||
Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Net income (loss) per share: |
||||||||
Basic |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Diluted |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Net loss per share attributable to common stockholders: |
||||||||
Basic |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average common shares outstanding: (1) |
||||||||
Basic |
||||||||
|
|
|
|
|||||
Diluted |
||||||||
|
|
|
|
|||||
Other comprehensive (loss) income |
||||||||
Foreign currency translation adjustment |
( |
) | ||||||
|
|
|
|
|||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
(1) | Retroactively restated for the reverse recapitalization as described in Notes 1 and 3. |
Preferred Stock |
Common Stock |
Additional Paid-In |
Accumulated |
Accumulated Other Comprehensive |
Total Stockholders’ |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Loss |
Equity (Deficit) |
|||||||||||||||||||||||||
Balance at January 1, 2020 (as previously reported) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Retroactive application of reverse recapitalization |
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at January 1, 2020 (after effect of reverse recapitalization) |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | ||||||||||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
Foreign currency translation |
— | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2020 |
— |
— |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Legacy Shapeways convertible Series B-1 preferred stock resulting from exercise of warrants |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Legacy Shapeways common stock upon exercise of warrants |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Issuance of Legacy Shapeways convertible Series D preferred stock upon exercise of warrants |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Repurchase of Legacy Shapeways common stock |
— | — | ( |
) | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||
Effect of Merger and recapitalization, net of redemptions and issuance costs |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of common stock pursuant to PIPE financing, net of issuance costs |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock for settlement of restricted stock units |
— | — | — | — | — | |||||||||||||||||||||||||||
Tax payments related to shares withheld for vested restricted stock units |
— | — | ( |
) | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Transfer of Private Warrants to Public Warrants |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Retroactively restated for the reverse recapitalization as described in Notes 1 and 3. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Loss on disposal of assets |
||||||||
Stock-based compensation expense |
||||||||
Non-cash lease expense |
||||||||
Non-cash debt forgiveness |
( |
) | ||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Change in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ( |
) | ||||
Inventory |
( |
) | ( |
) | ||||
Prepaid expenses and other assets |
( |
) | ( |
) | ||||
Interest on promissory note due from related party |
||||||||
Security deposits |
||||||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other liabilities |
||||||||
Lease liabilities |
( |
) | ( |
) | ||||
Deferred revenue |
||||||||
Deferred rent |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Principal payments on capital leases |
( |
) | ||||||
Proceeds from issuance of common stock |
||||||||
Proceeds received from exercise of preferred stock warrants |
||||||||
Tax payments related to shares withheld for vested restricted stock units |
( |
) | ||||||
Effect of Merger, net of transaction costs |
||||||||
Repayments of loans payable |
( |
) | ( |
) | ||||
Proceeds from loans payable |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash and cash equivalents and restricted cash |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash |
( |
) | ||||||
Cash and cash equivalents and restricted cash at beginning of year |
|
|||||||
|
|
|
|
|||||
Cash and cash equivalents and restricted cash at end of year |
$ | |
$ | |||||
|
|
|
|
|||||
Supplemental disclosure of cash and non-cash transactions: |
||||||||
Cash paid for interest |
$ | $ | ||||||
|
|
|
|
|||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes |
$ | $ | ||||||
|
|
|
|
|||||
Repurchase of Legacy Shapeways common stock |
$ | ( |
) | $ | ||||
|
|
|
|
• | Legacy Shapeways’ directors represented the majority of the new board of directors of the Company; |
• | The executive officers and senior management of Legacy Shapeways are the executive officers and senior management of the Company; |
• | The assets of Legacy Shapeways represent a significant majority of the assets of the Company (excluding cash formerly held in the Galileo trust account); and |
• | The business of the Company is the continued business of Legacy Shapeways. The business of the Company will continue to focus on Legacy Shapeways’ core offerings related to the facilitation of the sale, design and manufacturing of 3D printed items. |
December 31, |
||||||||
2021 |
2020 |
|||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
Asset Category |
Depreciable Life | |
Machinery and equipment |
||
Computers and IT equipment |
||
Furniture and fixtures |
||
Leasehold improvements |
* |
** | Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Common stock warrants |
||||||||
Earnout Shares |
||||||||
Unvested RSUs |
Recapitalization |
||||
Cash—Galileo trust and cash, net of redemption |
$ | |||
Cash—PIPE Investment, net of transaction costs |
||||
Less: transaction costs and advisory fees allocated to equity |
( |
) | ||
|
|
|||
Effect of Merger, net of redemption, transaction costs and advisory costs |
$ | |||
|
|
Recapitalization |
||||
Cash—Galileo trust and cash, net of redemption |
$ | |||
Non-cash net working capital assumed from Galileo |
||||
Less: fair value of Private and Sponsor Warrant liabilities |
( |
) | ||
Less: transaction costs and advisory fees allocated to equity |
( |
) | ||
|
|
|||
Effect of Merger, net of redemption, transaction costs and advisory costs |
$ | |||
|
|
Number of Shares |
||||
Common stock, outstanding prior to Business Combination |
||||
Less: redemption of Galileo shares |
( |
) | ||
|
|
|||
Common stock of Galileo |
||||
Galileo founder and representative shares, net of forfeited shares |
||||
Shares issued in PIPE Investment |
||||
|
|
|||
Merger and PIPE Investment—common stock |
||||
Legacy Shapeways shares—common stock (1) |
||||
|
|
|||
Total shares of common stock immediately after Business Combination |
||||
|
|
(1) | Includes |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Major products/service lines: |
||||||||
Direct sales |
$ | $ | ||||||
Marketplace sales |
||||||||
Software |
||||||||
|
|
|
|
|||||
Total revenue |
$ | $ | ||||||
|
|
|
|
|||||
Timing of revenue recognition: |
||||||||
Products transferred at a point in time |
$ | $ | ||||||
Products and services transferred over time |
||||||||
|
|
|
|
|||||
Total revenue |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Balance at beginning of year |
$ | $ | ||||||
Deferred revenue recognized during period |
( |
) | ( |
) | ||||
Additions to deferred revenue during period |
||||||||
|
|
|
|
|||||
Balance at end of year |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Raw materials |
$ | $ | ||||||
Work-in-process |
||||||||
Finished goods |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Prepaid expenses |
$ | $ | ||||||
Prepaid insurance |
||||||||
Security deposits |
||||||||
VAT receivable |
||||||||
Other current assets |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Machinery and equipment |
$ | $ | ||||||
Computers and IT equipment |
||||||||
Furniture and fixtures |
||||||||
Leasehold improvements |
||||||||
|
|
|
|
|||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Accrued selling expenses |
$ | $ | ||||||
Accrued compensation |
||||||||
Interest payable |
||||||||
Taxes payable |
||||||||
Shapeways credits |
||||||||
Other |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Operating lease expense |
$ | $ | ||||||
Finance lease expense |
— | |||||||
Interest expense on finance lease liabilities |
— | |||||||
Short-term lease expense |
— | |||||||
|
|
|
|
|||||
Total lease cost |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets: |
||||||||
Right-of-use |
$ | $ | ||||||
|
|
|
|
|||||
Total lease assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities: |
||||||||
Current liabilities: |
||||||||
Operating lease liabilities, current |
$ | $ | ||||||
Non-current liabilities: |
||||||||
Operating lease liabilities, net of current portion |
$ | |||||||
|
|
|
|
|||||
Total lease liability |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Operating cash flows from operating leases |
$ | $ | ||||||
Operating cash flows from finance leases |
— | |||||||
Financing cash flows from finance leases |
— | |||||||
Lease liabilities arising from obtaining right-of-use |
— |
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
Total minimum lease payments |
||||
Less effects of discounting |
( |
) | ||
Present value of future minimum lease payments |
$ | |||
December 31, |
||||||||
2021 |
2020 |
|||||||
Dutch Landlord Loan |
$ | $ | ||||||
Term Loan |
||||||||
Convertible Promissory Notes |
||||||||
PPP Loan |
||||||||
Less: current portion |
( |
) | ||||||
Long-term debt |
$ | $ | ||||||
Weighted average grant date fair value |
$ |
|||
Expected term (in years) |
||||
Expected volatility |
% | |||
Risk-free interest rate |
% | |||
Dividend yield |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Strike price |
$ | $ | ||||||
Expected term (in years) |
||||||||
Expected volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend yield |
Shares Underlying Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
Outstanding at January 1, 2021 (as previously reported) |
$ | $ | — | |||||||||||||
Retroactive application of reverse recapitalization |
( |
) | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding as of January 1, 2021, effect of Merger |
$ | $ | — | |||||||||||||
Granted |
— | |||||||||||||||
Forfeited |
( |
) | — | — | ||||||||||||
Exercised |
( |
) | — | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding at December 31, 2021 |
$ | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable at December 31, 2021 |
$ | $ | ||||||||||||||
|
|
|
|
|
|
|
|
Restricted Stock Units |
Weighted Average Grant Date Fair Value per Share |
|||||||
Outstanding at January 1, 2021 |
$ | |||||||
Granted |
||||||||
Forfeited |
( |
) | ||||||
Vested |
( |
) | ||||||
|
|
|
|
|||||
Outstanding at December 31, 2021 |
$ | |||||||
|
|
|
|
|||||
Exercisable at December 31, 2021 |
$ | |||||||
|
|
|
|
Description |
Level |
December 31, 2021 |
December 31, 2020 |
|||||||||
Liabilities: |
||||||||||||
Warrant liabilities |
3 | $ | $ |
December 31, 2021 |
At Closing (September 29, 2021) |
|||||||
Stock price on valuation date |
$ | $ | ||||||
Exercise price per share |
$ | $ | ||||||
Expected life |
||||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % | ||||||
|
|
|
|
|||||
Fair value per warrant |
$ | $ | ||||||
|
|
|
|
Warrant Liabilities |
||||
Balance at December 31, 2020 |
$ | — | ||
Additions pursuant to Merger |
||||
Transfer of Private Warrants to Public Warrants |
( |
) | ||
Change in fair value |
( |
) | ||
|
|
|||
Balance at December 31, 2021 |
$ | |||
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Income tax provision: |
||||||||
Non-US |
$ | ( |
) | $ | ( |
) | ||
Federal |
||||||||
State |
||||||||
|
|
|
|
|||||
Provision for income taxes |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Federal statutory income tax rate |
% | % | ||||||
State and local income taxes, net of federal benefit |
( |
)% | % | |||||
Nondeductible expenses |
% | ( |
)% | |||||
Loan forgiveness |
( |
)% | % | |||||
Warrant liabilities |
( |
)% | % | |||||
Stock-based compensation |
( |
)% | ( |
)% | ||||
Change in state tax rates |
% | ( |
)% | |||||
Change in valuation allowance |
% | ( |
)% | |||||
True-up adjustments |
( |
)% | % | |||||
Foreign rate differential |
% | ( |
)% | |||||
|
|
|
|
|||||
( |
)% | % | ||||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Accrued expense |
$ | $ | ||||||
Sec. 263(a) |
||||||||
Stock-based compensation |
||||||||
ASC 842—Right of use lease liability |
||||||||
Fixed assets |
||||||||
Net operating losses |
||||||||
Tax credits |
||||||||
Other |
||||||||
Less: valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total deferred tax assets |
$ | $ | ||||||
|
|
|
|
Item 13. |
Other Expenses of Issuance and Distribution. |
Expense |
Estimated Amount |
|||
Securities and Exchange Commission registration fee |
$ | 31,083 | (1) | |
Accounting fees and expenses |
35,000 | |||
Legal fees and expenses |
150,000 | |||
Financial printing and miscellaneous expenses |
65,000 | |||
Total |
$ | 281,083 | ||
(1) | $31,083 was previously paid. |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statements. |
(a) | Exhibits |
Exhibit No. |
Description |
Included |
Form |
Filing Date | ||||
2.1+ |
Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021, by and among Galileo, Galileo Founders Holdings, L.P., in the capacity as the Purchaser Representative thereunder, Shapeways, Inc., and Fortis Advisors LLC, in the capacity as the Seller Representative thereunder. | By Reference | 8-K |
April 30, 2021 | ||||
3.1 |
Certificate of Incorporation of Shapeways Holdings, Inc. | By Reference | 8-K |
October 5, 2021 | ||||
3.2 |
Bylaws of Shapeways Holdings, Inc. | By Reference | 8-K |
October 5, 2021 |
+ | Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of the omitted exhibits and schedules to the SEC on a supplemental basis upon its request. |
# | Indicates a management or compensatory plan. |
(b) | Financial Statements |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however that |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Shapeways Holdings, Inc. | ||||||
Dated: May 6, 2022 | By: | /s/ Jennifer Walsh | ||||
Jennifer Walsh | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
Name |
Title |
Date | ||
/s/ Greg Kress Greg Kress |
Chief Executive Officer and Director ( Principal Executive Officer |
May 6, 2022 | ||
/s/ Jennifer Walsh Jennifer Walsh |
Chief Financial Officer ( Principal Financial and Accounting Officer |
May 6, 2022 | ||
* Josh Wolfe |
Executive Chairman and Director | May 6, 2022 | ||
* Leslie Campbell |
Director | May 6, 2022 | ||
* Robert Jan Galema |
Director | May 6, 2022 | ||
* Patrick S. Jones |
Director | May 6, 2022 | ||
* Ryan Kearny |
Director | May 6, 2022 | ||
* Alberto Recchi |
Director | May 6, 2022 |
* By: | /s/ Greg Kress | |
Name: Greg Kress | ||
Title: Attorney-in-fact |