UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Shapeways Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

81947T102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☑ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1.    

  NAMES OF REPORTING PERSONS

 

  Index Ventures V (Jersey) L.P.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☒

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  1,645,260 (1)

   6.   

  SHARED VOTING POWER

 

  0

   7.   

  SOLE DISPOSITIVE POWER

 

  1,114,487 (1)

   8.   

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,645,260 (1)

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  3.3% (1)

12.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Index Ventures V (Jersey) L.P. (“Index V”) directly owns 1,645,260 shares of the Issuer’s common stock, par value $0.0001 per share (“Common Stock”), which includes 530,773 Earnout Shares (as defined below) with respect to which Index V has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.


CUSIP No. 81947T102    SCHEDULE 13G    Page 3 of 9 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☒

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  13,232 (1)

   6.   

  SHARED VOTING POWER

 

  0

   7.   

  SOLE DISPOSITIVE POWER

 

  8,933 (1)

   8.   

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  13,232 (1)

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  Less than 0.1% (1)

12.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. (“Index V Parallel”) directly owns 13,232 shares of Common Stock, which includes 4,299 Earnout Shares (as defined below) with respect to which Index V Parallel has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.


CUSIP No. 81947T102    SCHEDULE 13G    Page 4 of 9 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Yucca (Jersey) SLP

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☒

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  20,837 (1)

   6.   

  SHARED VOTING POWER

 

  0

   7.   

  SOLE DISPOSITIVE POWER

 

  14,065 (1)

   8.   

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  20,837 (1)

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  Less than 0.1% (1)

12.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Yucca (Jersey) SLP (“Yucca”) directly owns 20,837 shares of Common Stock, which includes 6,772 Earnout Shares (as defined below) with respect to which Yucca has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.


CUSIP No. 81947T102    SCHEDULE 13G    Page 5 of 9 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Index Venture Associates V Limited

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☒

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  1,679,329 (1)

   6.   

  SHARED VOTING POWER

 

  0

   7.   

  SOLE DISPOSITIVE POWER

 

  1,137,485 (1)

   8.   

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,679,329 (1)

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  3.4% (1)

12.  

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Index Venture Associates V Limited (“IVA V”) may be deemed to beneficially own the 1,679,329 shares of Common Stock held directly by Index V, Index V Parallel and Yucca, which includes an aggregate of 541,844 Earnout Shares (as defined below) with respect to which IVA V has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.


CUSIP No. 81947T102    SCHEDULE 13G    Page 6 of 9 Pages

 

Item 1.

     

Issuer

  

(a)

  

Name of Issuer:

     

Shapeways Holdings, Inc. (the “Issuer”)

  

(b)

  

Address of Issuer’s Principal Executive Offices:

     

30-02 48th Avenue

Long Island City, NY 11101

Item 2.

     

Filing Person

  

(a) – (c)

  

Name of Persons Filing; Address; Citizenship:

     

(i) Index Ventures V (Jersey) L.P., a Jersey, Channel Islands partnership (“Index V”).

 

(ii)  Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., a Jersey, Channel Islands partnership (“Index V Parallel” and, together with Index V, the “Index V Funds”).

 

(iii)  Yucca (Jersey) SLP, a Jersey, Channel Islands separate partnership (“Yucca”).

 

(iv) Index Venture Associates V Limited, a Jersey, Channel Islands corporation (“IVA V”), the general partner of the Index V Funds.

 

The address of the principal business office of each of the reporting persons is 44 Esplanade, St. Helier, Jersey, Channel Islands JE1 3FG.

  

(d)

  

Title of Class of Securities:

     

Common Stock, $0.0001 par value per share

  

(e)

  

CUSIP Number:

 

81947T102

Item 3.

  

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  

(a)

  

   Broker or dealer registered under Section 15 of the Act;
  

(b)

  

   Bank as defined in Section 3(a)(6) of the Act;
  

(c)

  

   Insurance company as defined in Section 3(a)(19) of the Act;
  

(d)

  

   Investment company registered under Section 8 of the Investment Company Act of 1940;
  

(e)

  

   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  

(f)

  

   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  

(g)

  

   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  

(h)

  

   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  

(i)

  

   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
  

(j)

  

   A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
  

(k)

  

   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
      If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 81947T102    SCHEDULE 13G    Page 7 of 9 Pages

 

Item 4.

  

Ownership.

   (a) and (b)    Amount beneficially owned:
     

(i) Index V directly owns 1,645,260 shares of Common Stock, which represents approximately 3.3% of the outstanding Common Stock.

     

(ii)  Index V Parallel directly owns 13,232 shares of Common Stock, which represents less than 0.1% of the outstanding Common Stock.

     

(iii)  Yucca directly owns 20,837 shares of Common Stock, which represents less than 0.1% of the outstanding Common Stock. Yucca administers the co-investment vehicle that is contractually required to mirror the Index V Funds’ investments. As a result, IVA V may be deemed to have dispositive and voting power over Yucca’s shares by virtue of its dispositive power over and voting power over the shares owned by the Index V Funds.

     

(iii)  IVA V may be deemed to beneficially own the 1,679,329 shares of Common Stock owned by the Index V Funds and Yucca, which represents approximately 3.4% of the outstanding Common Stock.

   (c)    Number of shares as to which such person has:

 

     Number of Shares of Common Stock  

Reporting Person

   (i)      (ii)      (iii)      (iv)  

Index V

     1,645,260        0        1,114,487        0  

Index V Parallel

     13,232           8,933     

Yucca

     20,837           14,065     

IVA V

     1,679,329           1,137,485     

 

  

(i) Sole power to vote or direct the vote

 

(ii)  Shared power to vote or to direct the vote

 

(iii)  Sole power to dispose or to direct the disposition of

 

(iv) Shared power to dispose or to direct the disposition of

  

The shares of Common Stock reported herein include an aggregate of 541,844 shares of Common Stock (the “Earnout Shares”) which are held in an escrow account and are subject to vesting and forfeiture conditions. The Earnout Shares will no longer be subject to forfeiture upon the satisfaction of certain share price vesting conditions (the “Earnout Conditions”) as follows: (i) if, at any time prior to September 29, 2024 (the “Earnout Period”) the volume-weighted average price (“VWAP”) of the Issuer’s Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time during the Earnout Period, the VWAP of the Issuer’s Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest. If the Earnout Conditions are not met during the Earnout Period, then the applicable Earnout Shares shall be automatically forfeited.

 

The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

Item 5.    Ownership of Five Percent or Less of a Class.
   If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☑
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
   Not applicable.


CUSIP No. 81947T102    SCHEDULE 13G    Page 8 of 9 Pages

 

Item 7.   

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

Item 8.   

Identification and Classification of Members of the Group.

 

Not applicable.

Item 9.   

Notice of Dissolution of Group.

 

Not applicable.

Item 10.   

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


CUSIP No. 81947T102    SCHEDULE 13G    Page 9 of 9 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2023

 

INDEX VENTURES V (JERSEY) L.P.
By:   /s/ Luke Aubert
  Name: Luke Aubert
  Title: Director
INDEX VENTURES V PARALLEL
ENTREPRENEUR FUND (JERSEY) L.P.
By:   /s/ Luke Aubert
  Name: Luke Aubert
  Title: Director
YUCCA (JERSEY) SLP
By:   Intertrust Employee Benefit Services
  Limited as authorized signatory of Yucca
  (Jersey) SLP in its capacity as an
  Administrator of the Index Co-
  Investment Scheme
By:   /s/ Luke Aubert
  Name: Luke Aubert
  Title: Authorized Signatory
By:   /s/ Lucy Miller
  Name: Lucy Miller
  Title: Authorized Signatory
INDEX VENTURE ASSOCIATES V LIMITED
By:   /s/ Luke Aubert
  Name: Luke Aubert
  Title: Director