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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): December 9, 2022
___________________________________
SHAPEWAYS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-39092
(Commission
File Number)
87-2876494
(I.R.S. Employer
Identification Number)
30-02 48th Avenue
Long Island City, NY
11101
(Address of principal executive offices)
(Zip Code)
(646) 979-9885
(Registrant's telephone number, including area code)
___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $.0001SHPWNew York Stock Exchange
Warrants, each warrant exercisable for one share of Common Stock for $11.50 per shareSHPW WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 8.01 Entry into a Material Definitive Agreement.

Effective December 9, 2022, Shapeways Holdings, Inc. (the “Company”) and the holders of the private placement warrants originally issued in connection with the initial public offering of Galileo Acquisition Corp. (the “Public Offering”) entered into letter agreements (each, a “Letter Agreement”), pursuant to which such holders agreed that such private placement warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the public warrants issued in connection with the Public Offering. The Letter Agreement did not effect any changes to the public warrants.

A form of the Letter Agreement is incorporated herein by reference and filed as Exhibit 4.1 to this Current Report on Form 8-K. The description of the Letter Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Description
4.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES

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

Shapeways Holdings Inc.
Dated: December 13, 2022
By:
/s/ Greg Kress
Name:
Greg Kress
Title:
Chief Executive Officer