424B3 1 tm2118043-16_424b3.htm 424B3 tm2118043-16_424b3 - none - 81.2348727s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-256935
JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
DATED SEPTEMBER 7, 2021
To the Shareholders of Galileo Acquisition Corp.:
You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of Galileo Acquisition Corp. (“Galileo”), which will be held virtually at 10 a.m., Eastern Time, on September 28, 2021. In light of ongoing developments related to the novel coronavirus, after careful consideration, Galileo has determined that the Meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of Galileo’s shareholders, directors and management team. For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the physical place of the meeting will be at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. You or your proxyholder will be able to attend and vote at the Meeting by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.
On April 28, 2021, Galileo entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity from and after the closing of the transactions contemplated by the Merger Agreement as representative of the Galileo shareholders (other than holders of securities of Shapeways) in accordance with the terms of the Merger Agreement (the “Purchaser Representative”), Shapeways, Inc., a Delaware corporation (“Shapeways”) and Fortis Advisors LLC, in the capacity from and after the Closing as the representative of the Shapeways Stockholders in accordance with the terms of the Merger Agreement (the “Seller Representative”), as it may be amended and supplemented from time to time, and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). You are being asked to vote on the Business Combination.
It is proposed that, upon the effectiveness of the Business Combination (the “Closing”), Galileo will change its name to “Shapeways Holdings, Inc.” Galileo and Shapeways, following the Business Combination, are both referred to herein as the “Company” or the “Combined Company.”
As a result of and upon the Closing, among other things, all outstanding stock of Shapeways will be cancelled in exchange for the right to receive newly issued shares of common stock of the Company, par value $0.0001 per share (“Common Stock”); other outstanding Shapeways securities will be exchanged for rights to receive new shares of Common Stock and/or securities convertible into or exercisable for new shares of Common Stock. The total consideration received by securityholders of Shapeways from Galileo at the Closing will have an aggregate value equal to $406,000,000 (the “Merger Consideration”). The Merger Consideration deliverable to Shapeways stockholders will be allocated pro rata, after giving effect to the required conversion of all of the outstanding shares of Shapeways preferred stock into shares of Shapeways common stock immediately prior to, and contingent upon, the Closing.
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, Galileo will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware pursuant to the Domestication (defined below) and (ii) at the Closing, and following the Domestication and the PIPE Investment (defined below), Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity and wholly-owned subsidiary of Galileo, and with each Shapeways stockholder receiving shares of Common Stock (as further described below).
Simultaneously with the execution of the Merger Agreement, Galileo and Shapeways entered into subscription agreements with investors (the “PIPE Investors”) for an aggregate of $75,000,000 for 7.5 million shares of Common Stock (the “PIPE Shares”) at a price of $10.00 per share in a private placement in Galileo (the “PIPE Investment”) to be consummated simultaneously with the Closing. Consummation of the PIPE Investment is conditioned on the concurrent Closing of the Business Combination and other customary closing conditions. Each PIPE Investor has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Galileo’s Trust Account (the “Trust Account”) held for its public shareholders, and has agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).
The PIPE Investors include certain existing Shapeways stockholders. Desktop Metal, a supplier to Shapeways, has also agreed to invest $20 million in the PIPE. Upon consummation of this investment, Shapeways will be obligated to purchase $20.0 million of equipment, materials and services from Desktop Metal. Shapeways and Desktop Metal will also negotiate the terms of a strategic partnership, although there is no definitive agreement as to the terms of any such relationship and there can be no assurance that the parties will enter into any such relationship or if it will be commercially successful.
Galileo’s units, ordinary shares and warrants are traded on the New York Stock Exchange (“NYSE”) under the symbols “GLEO.U,” “GLEO”, and “GLEO WS”, respectively. On August 31, 2021, the closing sale prices of Galileo’s units, ordinary shares and warrants were $11.11, $10.04, and $1.05, respectively. At the Closing of the Business Combination, each unit of Galileo will separate into its components, consisting of one share of common stock and one warrant (each warrant entitling the holder thereof to purchase one share of common stock) and the units will cease to exist as separate securities. Galileo intends to apply for the listing of the common stock and warrants on the NYSE following the completion of the Business Combination under the symbols “SHPW” and “SHPW WS,” respectively.
Only holders of record of ordinary shares of Galileo, par value $0.0001 per share (the “Ordinary Shares”), at the close of business on August 2, 2021 (the “Record Date”), are entitled to notice of the Meeting and the right to vote and have their votes counted at the Meeting and any adjournments of the Meeting.
This joint proxy statement/consent solicitation statement/prospectus provides Galileo shareholders with detailed information about the Business Combination and other matters to be considered at the Meeting. Galileo urges its shareholders to carefully read this entire document and the documents incorporated herein by reference. Galileo shareholders should also carefully consider the risk factors described in “Risk Factors” beginning on page 57 of this joint proxy statement/consent solicitation statement/prospectus.

This joint proxy statement/consent solicitation statement/prospectus incorporates by reference important business and financial information about Galileo from documents Galileo has filed with the Securities and Exchange Commission that are not included in or delivered with this joint proxy statement/consent solicitation statement/prospectus and other filings of Galileo with the Securities and Exchange Commission by visiting its website at www.sec.gov or requesting them in writing or by telephone from Galileo at the following address:
Alberto Recchi
Galileo Acquisition Corp.
1049 Park Ave. 14A, New York, NY 10028
Telephone at (347) 517-1041
You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by September 21, 2021 in order to receive them before the Meeting.
After careful consideration, Galileo’s board of directors has approved the Merger Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Meeting (the “Proposals”) is in the best interests of Galileo and recommends that you vote or give instruction to vote “FOR” each of those Proposals.
The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and what may be best for a Galileo director’s personal interests when determining to recommend that Galileo shareholders vote for the Proposals presented at the Meeting. See the sections entitled “The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a further discussion.
Your vote is very important.   To ensure your representation at the Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying joint proxy statement/consent solicitation statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
On behalf of Galileo’s board of directors, I would like to thank you for your support of Galileo and look forward to a successful completion of the Business Combination.
Very truly yours,
[MISSING IMAGE: sg_lucagiacometti-bw.jpg]
Luca Giacometti
Chairman and Chief Executive Officer
Galileo Acquisition Corp.
If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the Proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/consent solicitation statement/prospectus or determined that the accompanying joint proxy statement/consent solicitation statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying joint proxy statement/consent solicitation statement/prospectus is dated September 7, 2021 and is first being mailed to the shareholders of Galileo on or about September 10, 2021.

 
LETTER TO SHAPEWAYS STOCKHOLDERS
Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo”), Galileo Acquisition Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Purchaser Representative”), Fortis Advisors LLC, a Delaware limited liability company (the “Seller Representative”) and Shapeways, Inc., a Delaware corporation (“Shapeways”), Merger Sub will merge with and into Shapeways (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Shapeways surviving the merger as a wholly owned subsidiary of Galileo.
The enclosed joint proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of Shapeways’ board of directors to request that Shapeways’ stockholders as of the record date of September 1, 2021 execute and return written consents to adopt the Merger Agreement and approve the Business Combination.
The joint proxy statement/consent solicitation statement/prospectus describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex C to the joint proxy statement/consent solicitation statement/prospectus.
A summary of the appraisal rights that may be available to you is described in the joint proxy statement/consent solicitation statement/prospectus in the subsection entitled “The Business Combination — Appraisal Rights — Appraisal Rights of Shapeways’ Stockholders.” Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Merger Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the joint proxy statement/consent solicitation statement/prospectus.
Shapeways’ board of directors has considered the Business Combination and the terms of the Merger Agreement and has determined unanimously that the Business Combination and the Merger Agreement are fair to and in the best interests of Shapeways and Shapeways’ stockholders and recommends that Shapeways’ stockholders adopt the Merger Agreement and approve the Business Combination by submitting a written consent. As described in this joint proxy statement/consent solicitation statement/prospectus, certain stockholders of Shapeways, whose ownership interests collectively represent the outstanding shares of Shapeways common stock and Shapeways preferred stock sufficient to approve the Business Combination on behalf of Shapeways, are parties to a support agreement with Galileo whereby such stockholders agreed to vote all of their shares of Shapeways common stock and Shapeways preferred stock in favor of approving the Business Combination and other proposed transactions contemplated by the Merger Agreement.
Please complete, date and sign the written consent furnished with the joint proxy statement/consent solicitation statement/prospectus and return it promptly to Shapeways by one of the means described in the section entitled “Shapeways’ Solicitation of Written Consents.”
If you have any questions concerning the Merger Agreement, the Business Combination, the consent solicitation or the accompanying joint proxy statement/consent solicitation statement/prospectus, or if you have any questions about how to deliver your written consent, please email investors@shapeways.com and shapeways_solicitation@gunder.com or contact Shapeways, Inc. at 30-02 48th Avenue, Long Island City, NY 11101, Attention: Chief Financial Officer.
By Order of the Board of Directors,
/s/ Greg Kress
Greg Kress
Chief Executive Officer
 

 
ADDITIONAL INFORMATION
The accompanying document is the joint proxy statement/consent solicitation statement/prospectus of Galileo for the Meeting, the consent solicitation statement for the Shapeways stockholders and the prospectus for the securities of Galileo following the Domestication and Business Combination. This joint proxy statement/consent solicitation statement/prospectus is available upon written or oral request. This document and other filings by Galileo with the Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to the attention of Galileo’s Chief Financial Officer at Galileo Acquisition Corp., 1049 Park Ave. 14A, New York, NY 10028 or by telephone at (347) 517-1041.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.
In addition, if Galileo public shareholders have questions about the Proposals or the accompanying joint proxy statement/consent solicitation statement/prospectus, would like additional copies of the accompanying joint proxy statement/consent solicitation statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact the proxy solicitor for Galileo, Morrow Sodali LLC:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GLEO.info@investor.morrowsodali.com
Galileo shareholders will not be charged for any of the documents that they request.
See the section entitled “Where You Can Find More Information” of the accompanying joint proxy statement/consent solicitation statement/prospectus for further information.
Information contained on the Shapeways website, or any other website, is expressly not incorporated by reference into this joint proxy statement/consent solicitation statement/prospectus.
To obtain timely delivery of the documents, you must request them no later than September 21, 2021 (five business days before the date of the Meeting).
 
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GALILEO ACQUISITION CORP.
1049 Park Ave. 14A
New York, NY 10028
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON SEPTEMBER 28, 2021
TO THE SHAREHOLDERS OF GALILEO ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo”), will be held at 10 a.m., Eastern Time, on September 28, 2021. In light of ongoing developments related to the novel coronavirus, after careful consideration, Galileo has determined that the Meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of Galileo’s shareholders, directors and management team. For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the physical place of the meeting will be 1345 Avenue of the Americas, 11th, Floor, New York, NY 10105. You are cordially invited to attend the Meeting online by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company. The Meeting will be held for the purpose of considering and voting on the proposals (the “Proposals”) described below and in the accompanying joint proxy statement/consent solicitation statement/prospectus. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders of Galileo (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this joint proxy statement/consent solicitation statement/prospectus. Only registered shareholders will be able to submit questions through the virtual meeting format, as further described in the accompanying joint proxy statement/consent solicitation statement/prospectus.
At the Meeting, Galileo shareholders will be asked to consider and vote on the following Proposals:
(1)
Proposal 1 — The Domestication Proposal — To consider and vote upon a Proposal by special resolution to (a) change the domicile of Galileo pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”). The Domestication will be effected immediately prior to the consummation of the Business Combination (as defined below) by Galileo filing a Certificate of Corporate Domestication and the Proposed Charter in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A with the Delaware Secretary of State and filing an application to de-register Galileo with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Galileo will become a Delaware corporation and all outstanding securities of Galileo will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus. At the time of the Domestication, simultaneously with the adoption of the Proposed Charter, the Galileo board of directors (the “Galileo Board”) intends to adopt Bylaws (the “Bylaws”) in the form appended to this joint proxy statement/consent solicitation statement/prospectus as Annex B. The Domestication Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”
(2)
Proposal 2 — The Business Combination Proposal — To consider and vote upon a Proposal by ordinary resolution to approve the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (as amended or supplemented from time to time, the “Merger Agreement”), by and among Galileo, Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement as representative of the Galileo shareholders (other than holders of securities of Shapeways) for the purposes set forth in the Merger Agreement (the “Purchaser Representative”), Shapeways, Inc., a Delaware corporation
 
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(“Shapeways”) and Fortis Advisors LLC, in the capacity from and after the Closing as representative of the Shapeways Stockholders (the “Seller Representative”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity of the Business Combination and becoming a subsidiary of Galileo as described in more detail in the attached joint proxy statement/consent solicitation statement/prospectus.
A copy of the Merger Agreement is appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex C. The Business Combination Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 2: The Business Combination Proposal.”
(3)
Proposal 3 — The Charter Proposal — To consider and vote on a Proposal by special resolution to approve, in connection with the Merger, the replacement of the Current Charter with the proposed new certificate of incorporation (the “Proposed Charter”) of Galileo (a corporation incorporated in the State of Delaware, following the Domestication, assuming that the Domestication is approved by the Galileo shareholders), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A, to be effective upon the Domestication, assuming the filing with and acceptance by the Delaware Secretary of State of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law, pursuant to which the name of the surviving corporation will be changed to “Shapeways Holdings, Inc.” The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Galileo shareholders. The Charter Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 3: The Charter Proposal.”
(4) – (9)
Proposals 4 – 9 — The Organizational Documents Proposals — To consider and vote, on an advisory and non-binding basis, on six separate Proposals by ordinary resolution to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Merger is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal). The Organizational Documents Proposals are described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”
(10)
Proposal 10 — The Share Escrow Amendment Proposal — To consider and vote on a Proposal by ordinary resolution to approve an amendment, in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D, to the Share Escrow Agreement entered into at the time of Galileo’s initial public offering, effected by the filing with the SEC of the prospectus contained in the registration statement on form S-1 (File No. 333-234049, the “IPO Prospectus”) (the “IPO”), the Sponsor and the escrow agent thereunder to revise the lock-up period under the Share Escrow Agreement to match the lock-up period reflected in the Lock-Up Agreements with certain stockholders of Shapeways (the “Lock-Up Agreements”) entered into simultaneously with the Merger Agreement in connection with the Business Combination. The Share Escrow Amendment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 10: The Share Escrow Amendment Proposal.”
(11)
Proposal 11 — The NYSE Proposal — To consider and vote upon a Proposal by ordinary resolution to approve, for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of (a) shares of Common Stock to the PIPE Investors,
 
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pursuant to the PIPE Investment, and (b) shares of Galileo stock to the Shapeways stockholders pursuant to the Merger Agreement. The NYSE Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 11: The NYSE Proposal.”
(12)
Proposal 12 — The Incentive Plan Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. 2021 Equity Incentive Plan (the “Incentive Plan”), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E. The Galileo Board intends to adopt the Incentive Plan, subject to approval from the shareholders of Galileo, effective immediately prior to the Closing, to be used by the Combined Company after the Closing. The Incentive Plan Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 12: The Incentive Plan Proposal.”
(13)
Proposal 13 — The ESPP Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex F. The Galileo Board intends to adopt the ESPP, subject to the approval of the Galileo shareholders, effective immediately prior to the Closing for the purpose of providing the Company with the ability to grant eligible employees rights to purchase shares of common stock of the Combined Company after the Closing. The ESPP Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 13: The ESPP Proposal.”
(14)
Proposal 14 — The Director Appointment Proposal — To consider and vote upon a Proposal by ordinary resolution to appoint six (6) directors, effective upon the Closing, to serve staggered terms on the Company’s board of directors until the first, second and third annual meetings of stockholders after the Closing, as applicable, or until their respective successors are duly elected and qualified or until their earlier death, resignation, retirement or removal for cause. The Director Appointment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 14: The Director Appointment Proposal.”
(15)
Proposal 15 — The Adjournment Proposal — To consider and vote upon a Proposal by ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Galileo Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting. The Adjournment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 15: The Adjournment Proposal.”
The Proposals being submitted for a vote at the Meeting are more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which also includes, as Annex C, a copy of the Merger Agreement. Galileo urges you to read carefully the accompanying joint proxy statement/consent solicitation statement/prospectus in its entirety, including the annexes and accompanying financial statements.
After careful consideration, the Galileo Board has approved the Merger Agreement and the Business Combination and determined that each of the Proposals to be presented at the Meeting is in the best interests of Galileo and recommends that each of the Galileo shareholders votes or give instruction to vote “FOR” each of the above Proposals.
The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and what may be best for a director’s personal interests when determining to recommend that Galileo shareholders vote for the Proposals. See the sections entitled “The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a further discussion.
 
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The record date for the Meeting is August 2, 2021. Only holders of record of Ordinary Shares of Galileo at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.
Galileo’s units, Ordinary Shares and warrants are traded on the NYSE under the symbols “GLEO.U,” “GLEO”, and “GLEO WS”, respectively. At the Closing, each unit will separate into its components, consisting of one share of Common Stock and one warrant (each warrant entitling the holder thereof to purchase one share of Common Stock) and the units will cease to exist as separate securities. Upon the Closing, Galileo intends to change its name from “Galileo Acquisition Corp.” to “Shapeways Holdings, Inc.” Galileo intends to apply to list its common stock and warrants on the NYSE under the symbols “SHPW” and “SHPW WS,” respectively, upon the Closing.
Pursuant to Galileo’s Current Charter, a Galileo public shareholder may request that Galileo redeem all or a portion of its public shares for cash if the Business Combination is consummated. Holders of Galileo public shares will be entitled to receive cash for their public shares to be redeemed only if they:
(a)
hold public shares or hold public shares through units and elect to separate their units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares; and

prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Galileo’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”) that Galileo redeem the applicable public shares for cash and
(b)
(ii) deliver share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of Galileo units must elect to separate the underlying shares and warrants prior to exercising redemption rights with respect to the public shares. If units are held in an account at a brokerage firm or bank, holders thereof must notify their broker or bank that they elect to separate the units into the underlying shares and warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Galileo public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, Galileo will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding public shares. As of August 31, 2021, this would have amounted to approximately $10.09 per public share. If a Galileo public shareholder exercises its redemption rights, then such shareholder will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may not be withdrawn once submitted to Galileo unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). A Galileo shareholder can make such request by contacting the Transfer Agent at the address or email address listed in the accompanying joint proxy statement/consent solicitation statement/prospectus. Galileo will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Meeting — redemption rights” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if a Galileo public shareholder wishes to redeem its public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Except as follows, each of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP
 
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Proposal and the Director Appointment Proposal is interdependent on each other. The Organizational Documents Proposals are conditional upon the Charter Proposal; the Adjournment Proposal is not conditioned on the approval of any other Proposal. If Galileo’s shareholders do not approve each of the Proposals other than the Organizational Documents Proposals, which are advisory in nature, the Business Combination may not be consummated.
Each of the Proposals other than the Domestication Proposal and the Charter Proposal must be approved by ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Each of the Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Your attention is directed to the joint proxy statement/consent solicitation statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. Galileo urges its shareholders to read the accompanying joint proxy statement/consent solicitation statement/prospectus carefully.
If you have any questions or need assistance voting your Ordinary Shares of Galileo, please contact Galileo’s proxy solicitor, Morrow Sodali LLC:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GLEO.info@investor.morrowsodali.com
By Order of the Board of Directors
/s/ Luca Giacometti
Luca Giacometti
Chairman and Chief Executive Officer
 
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TABLE OF CONTENTS
1
11
11
12
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35
48
51
52
54
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57
110
112
118
128
176
181
184
185
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212
216
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249
254
266
272
276
280
 
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285
285
285
286
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286
286
287
287
F-1
ANNEXES
A-1
B-1
C-1
D-1
E-1
F-1
 
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FREQUENTLY USED TERMS
In this document:
Adjournment Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to adjourn the Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by the Galileo Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting.
Administrative Services Agreement” means the agreement commenced on October 17, 2019 between Galileo and Ampla Capital, LLC, an affiliate of Galileo’s Chief Financial Officer, pursuant to which Galileo shall pay Ampla Capital, LLC a monthly fee of approximately $3,000 for general and administrative services, including office space, utilities and secretarial support through the earlier of the consummation of a business combination or Galileo’s liquidation.
Ancillary Documents” means each agreement, instrument or document attached to the Merger Agreement or executed or delivery by any party to the Merger Agreement in connection with or pursuant to the Merger Agreement.
Assumed Warrants” means the New Purchaser Warrants and the Earnout Warrants.
Business Combination” means the proposed business combination of Galileo with Shapeways pursuant to the terms and conditions of the Merger Agreement.
Business Combination Marketing Agreement” means the letter agreement between Galileo and EBC, dated as of October 17, 2019, pursuant to which EBC agrees to provide certain services related to Galileo’s business combination pursuant to the terms thereof.
Business Combination Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve the Business Combination.
Bylaws” means the bylaws of the Company to take effect simultaneously with the Closing, in the form included as Annex B to this joint proxy statement/consent solicitation statement/prospectus, as further described in the “Domestication Proposal” and the “Charter Proposal” sections of this joint proxy statement/consent solicitation statement/prospectus.
Cayman Islands Companies Act” means the Cayman Islands Companies Act (As Revised).
Charter Proposal” means the Proposal by special resolution to be considered at the Meeting to replace the Current Charter with the Proposed Charter.
Closing” means the closing of the Merger and all of the transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement.
Code” means the Internal Revenue Code of 1986, as amended.
Common Stock” means the shares of common stock, par value $0.0001 per share, of the Company following the Domestication and Merger, with the rights and preferences and subject to the terms and conditions set forth in the Proposed Charter.
Company” or the “Combined Company” refers to the combined company immediately following the Merger that shall be renamed “Shapeways Holdings, Inc.” upon the Closing.
Company Board” means the board of directors of the Combined Company subsequent to the completion of the Business Combination.
Conversion Ratio” means a fraction, (i) the numerator of which is equal the quotient obtained by dividing (a)(1) $406 million plus (2) the aggregate exercise prices of all in-the money Shapeways Options and Shapeways Warrants outstanding immediately prior to the Effective Time by (b) the number of shares of Shapeways Common Stock outstanding on a fully diluted basis immediately prior to the Effective Time and (ii) the denominator of which is equal to the Redemption Price (which, pursuant to the Current Charter, shall be determined based on upon the aggregate amount on deposit in the Trust Account calculated as of two business
 
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days prior to the Closing, including interest earned on cash and cash equivalents in the Trust Account (not previously released to Galileo, net of taxes payable) divided by the number of outstanding Public Shares as of the same date). For illustrative purposes, this joint proxy statement/consent solicitation statement/prospectus includes, within the section “Unaudited Pro Forma Condensed Combined Financial Information,” under the heading “The Business Combination and Related Transactions,” an estimated number of shares of Common Stock that Shapeways Stockholders would receive at the Closing calculated based on a number of assumptions, including an estimated Conversion Ratio of 0.83.
Craig Hallum” means Craig-Hallum Capital Group LLC.
Craig Hallum Engagement Letter” means the engagement letter entered on April 26, 2021 between Galileo and Craig Hallum with respect to the capital markets advisory services in connection with the Business Combination.
Current Charter” means Galileo’s current Amended and Restated Memorandum and Articles of Association, as may hereafter be amended.
Delaware Secretary of State” means the Secretary of State of the State of Delaware.
DGCL” means the Delaware General Corporation Law, as amended.
Director Appointment Proposal” means the Proposal by ordinary resolution to appoint six (6) directors, effective upon the Closing, to serve staggered terms on the Company Board until the first, second and third annual meetings of stockholders after the Closing, as applicable, or until their respective successors have been duly elected and qualified or until their earlier death, resignation, retirement or removal for cause.
Domestication Proposal” means the Proposal by special resolution to be considered at the Meeting to approve the Domestication.
DTC” means The Depository Trust Company.
DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.
EBC” means EarlyBirdCapital, Inc., the lead underwriter in the IPO.
EGS” means Ellenoff Grossman & Schole LLP.
Earnout Period” means the three (3) year period after the Closing.
Earnout Shares” means, collectively the Stockholder Earnout Shares, the Purchaser RSU Shares and the Warrant Earnout Shares.
Earnout Terms” means the share price-based vesting and forfeiture conditions applicable to the Stockholder Earnout Shares, the Purchaser RSU Shares and the Warrant Earnout Shares, pursuant to which 50% of such shares are subject to release or vesting (as applicable) in the event that the Common Stock reaches the Tier I Share Price Target, and the remaining 50% of such shares are subject to release or vesting (as applicable) in the event that the Common Stock reaches the Tier II Share Price Target, subject, in each case to other terms and conditions that may apply to such securities and provided that such securities are subject to forfeiture if the Tier I Share Price Target or the Tier II Share Price Target, or both, are not achieved during the Earnout Period.
Earnout Warrants” means the warrants to purchase Warrant Earnout Shares to be issued to holders of in-the-money Shapeways Warrants at the Closing in accordance with the terms of the Merger Agreement.
EBC Transaction Fee” means a transaction fee equal to 3.5% of the gross proceeds received by Galileo in the IPO, or $4,830,000 (up to 25% of which may be paid to investment banks or other financial advisors that did not participate in the IPO and assist Galileo in consummating a business combination).
Effective Time” means the time when the Merger is consummated, upon the filing of the Certificate of Merger for the merger of Merger Sub with and into Shapeways with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL.
 
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Employment Agreements” mean the employment agreements with Key Employees required to be delivered to Galileo in accordance with the terms of the Merger Agreement.
ESPP” means the employee stock purchase plan of the Combined Company, the form of which is attached as Annex F.
ESPP Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve the ESPP.
Escrow Account” means the Escrow Account into which the Stockholder Earnout Shares will be deposited at Closing pursuant to the terms of the Merger Agreement and the Escrow Agreement.
Escrow Agent” means Continental Stock Transfer & Trust Company (or another escrow agent mutually acceptable to Galileo and Shapeways).
Escrow Agreement” means the agreement between the Seller Representative and the Escrow Agent, in a form reasonably acceptable to the Purchaser, to be entered into prior to the Closing in accordance with the terms of the Merger Agreement.
Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
Founder Registration Rights Agreement” means the Registration Rights Agreement dated as of October 17, 2019, by and among Galileo, the Sponsor and EBC.
Founder Registration Rights Amendment” means the amendment to the Founder Registration Rights Agreement to be entered into by the parties to the Founder Registration Rights Agreement prior to the Closing in order to revise the lock-up period thereunder to align with the lock-up period under the Lock-Up Agreements.
Founder Shares” means the 3,450,000 ordinary shares held by the Sponsor or affiliates of the Sponsor as of the Record Date.
GAAP” means U.S. generally accepted accounting principles.
Galileo Board” means the board of directors of Galileo.
Galileo Securities” means the units, the ordinary shares and the warrants of Galileo, and, after the Domestication and upon the Closing of the Business Combination, the Common Stock, collectively.
HSR Fee Loan” means the loan, if any, to Galileo by Shapeways of 50% of all filing fees and expenses required under any applicable antitrust laws in connection with the Business Combination, to be repaid or otherwise satisfied in full in the manner and according to the terms set forth in the Merger Agreement.
Incentive Plan” means the equity incentive plan of the Combined Company, the form of which is attached as Annex E.
Incentive Plan Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve and adopt the Incentive Plan.
initial shareholders” means the Sponsor and any other holders of the Founder Shares (or their permitted transferees).
Interim Period” means the period between the date of execution of the Merger Agreement, and the Closing (or, if the Merger Agreement is terminated prior to consummation of the Merger, the date of such termination).
Investment Company Act” means the Investment Company Act of 1940, as amended.
IPO” means Galileo’s initial public offering consummated on October 22, 2019.
IPO Prospectus” means the final prospectus of the Purchaser, dated as of October 17, 2019, filed with the SEC on October 21, 2019 (File No. 333-234049).
 
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JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
Key Executives” means Gregory Kress, Jennifer Walsh and Miko Levy.
Maples” means Maples and Calder (Cayman) LLP.
Meeting” means the extraordinary general meeting of Galileo, to be held by virtual meeting at 10.00 a.m. Eastern Time on September 28, 2021, and any adjournments thereof.
Merger Agreement” means the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021, by and among Galileo, Merger Sub, the Purchaser Representative, the Seller Representative and the Company, as it may be amended and supplemented from time to time. A copy of the Merger Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex C.
“Merger Consideration” means the total consideration to be received by the Shapeways Securityholders at the Closing pursuant to the terms of the Merger Agreement. The Merger Consideration will have an aggregate value equal to $406,000,000, which includes the Earnout Consideration (shares of Common Stock representing 10% of the Merger Consideration which are subject to Earnout Terms, including vesting and forfeiture restrictions, after the Closing), and represents the aggregate consideration to Shapeways Stockholders, Shapeways Optionholders and Shapeways Warrantholders from the Business Combination. The Merger Consideration to Shapeways Stockholders (the “Stockholder Merger Consideration”) will be payable solely in new shares of Common Stock, ten percent of which will be withheld and deposited into escrow at the Closing, subject to vesting and forfeiture in accordance with the Earnout Terms. The Merger Consideration to Shapeways Optionholders and Shapeways Warrantholders will be payable in new shares of Common Stock and/or securities convertible into or exercisable for new shares of Common Stock, ten percent of which will be subject to the Earnout Terms after the Closing.
The value of the Merger Consideration was the result of negotiations between Galileo and Shapeways detailed in the section of this joint proxy statement/consent solicitation statement/prospectus titled “Proposal 2 — Business Combination Proposal —  Background of the Business Combination”, taking into account the factors described therein, including Galileo’s due diligence findings, its review and analysis of the projections and other information presented by Shapeways to the Board and the views and professional experience of the members of the Board. As a result of Galileo’s and Shapeways’ negotiations, the parties agreed upon a total post -money enterprise value for Shapeways of $410,000,000, taking into account assumptions which include that there will no redemptions from the Trust Account at the Closing, that Galileo will have received at least $75.0 million in proceeds from the PIPE Investment, that the number of outstanding Galileo ordinary shares, Representative Shares and Founder Shares, respectively, are the same as the number of shares outstanding as of June 30, 2021 (taking into account the forfeiture of 690,000 Founder Shares at the Closing in accordance with the Sponsor Forfeiture Letter), and that estimated transaction fees and expenses will be $20.0 million. The transaction consideration will consist solely of shares of Common Stock and securities exercisable for or convertible into Common Stock and there will be no new debt assumed at the Closing.
“Minimum Cash Condition” means the condition to the Closing, which may be waived by Shapeways, that, upon the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to one hundred million dollars ($100,000,000).
Needham” means Needham & Company, LLC.
Needham Engagement Letter” means the engagement letter entered on April 26, 2021, between Galileo and Needham with respect to the capital markets advisory services in connection with the Business Combination.
New Purchaser Warrants” means the warrants to purchase shares of Common Stock issuable to the holders of Shapeways Warrants at the Closing on the terms and subject to the conditions set forth in the Merger Agreement.
NYSE” means the New York Stock Exchange.
 
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NYSE Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve, for the purposes of complying with NYSE Rule 302.03, the issuance of more than 20% of the voting power or number of issued and outstanding Ordinary Shares, or change in control, resulting from the PIPE Investment and in connection with the Business Combination.
Non-Competition Agreement” means the Non-Competition and Non-Solicitation Agreement among Galileo, Greg Kress and Shapeways, effective as of April 28, 2021.
Ordinary Shares” or “ordinary shares” means the ordinary shares, par value $0.0001 per share, of Galileo prior to the Domestication.
Organizational Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended.
Organizational Documents Proposals” means the six (6) separate charter Proposals (Organizational Documents Proposals 4 – 9) by ordinary resolution to be considered at the Meeting to approve, on an advisory and non-binding basis, certain governance provisions in the Proposed Charter, which vote is not otherwise required by Delaware law, separate and apart from the Charter Proposal, but is required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions.
PFIC” means a passive foreign investment company.
Preference Shares” or “preference shares” means the preference shares, par value $0.0001 per share, of Galileo.
Private Placement Warrants”, “private placement warrants” or “private warrants” means the warrants issued to the Sponsor and EBC in a private placement simultaneously with the closing of the IPO.
Proposed Charter” means the certificate of incorporation in the form included as Annex A to this joint proxy statement/consent solicitation statement/prospectus, proposed to be in effective at and following the Closing of the Business Combination, as further described in the “Charter Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Public Securities” means, collectively, all of the Units, all of the Ordinary Shares and all of the Public Warrants (while such securities are components of Units and as separate securities), together with all Ordinary Shares issuable upon exercise of Public Warrants (and, after Domestication and the Business Combination, all of the Common Stock and warrants to purchase Common Stock into which any of the foregoing may be converted, or which may be issuable pursuant to or upon exercise of any of the foregoing).
Public Shareholder” or “public shareholder” means a holder of Galileo public shares, including the initial shareholders and management team to the extent the initial shareholders and/or members of the management team purchase public shares, provided that each initial shareholder and member of the management team’s status as a “public shareholder” shall only exist with respect to such public shares.
Public Shares” or “public shares” means the ordinary shares sold of Galileo as part of the units in the IPO (whether they were purchased in such offering or thereafter in the open market).
Public Warrant” or “public warrants” or “redeemable warrants” means the redeemable warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Public Warrant Holders” means the holders of the Public Warrants.
Purchaser Earnout RSUs” means the restricted stock units to be issued to holders of in-the-money Shapeways Options at the Closing in accordance with the terms of the Merger Agreement.
Purchaser RSU Shares” means the shares of Common Stock underlying the Purchaser Earnout RSUs.
Purchaser Options” means the options to purchase shares of Common Stock to be issued to holders of Shapeways Options at the Closing pursuant to the terms of the Merger Agreement.
 
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Record Date” means August 2, 2021.
Redemption” means a redemption of public shares for the Redemption Price.
Redemption Date” means that date on which holders of public shares may be eligible to redeem their Public Shares for Redemption in accordance with the Current Charter.
Redemption Price” means an amount equal to the price at which holders of public shares may redeem or convert their ordinary shares for cash in connection with the Business Combination pursuant to the Redemption.
Registration Rights Agreement” means the registration rights agreement to be entered into prior to the Closing between certain Shapeways Stockholders and Galileo.
Representative Shares” means the 125,000 ordinary shares issued by Galileo to designees of EBC in August 2019 which, following the Share Dividend, resulted in EBC or its designees owning 150,000 Representative Shares.
Required Galileo Shareholder Approval” means the vote of the Galileo shareholders required to approve the Merger Agreement and each applicable Ancillary Agreement and all the transactions contemplated by the Merger Agreement in accordance with the Galileo Organizational Documents.
Required Company Stockholder Approval” means the vote of the Shapeways Stockholders (including any separate class or series vote that is required pursuant to Shapeways’ Organizational Documents, any stockholder agreement or otherwise) required to approve the Merger Agreement and each applicable Ancillary and all of the transactions contemplated by the Merger Agreement in accordance with the Shapeways Organizational Documents.
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.
Securities Act” means the Securities Act of 1933, as amended.
Shapeways” means Shapeways, Inc., a Delaware corporation.
Shapeways Charter” means the Certificate of Incorporation of Shapeways, as amended and effective under the DGCL, prior to the Effective Time.
Shapeways Common Stock” means the common stock, par value $0.0001 per share, of Shapeways.
Shapeways Convertible Notes” means the convertible promissory notes issued by Shapeways to Lux Co-Invest Opportunities, L.P., Union Square Ventures 2008, L.P. and Stichting Depositary INKEF Investment Fund, respectively, pursuant to the Note Purchase Agreement dated as of June 19, 2019, as amended on December 14, 2020, to be converted into Shapeways Preferred Stock immediately prior to the Shapeways Preferred Stock Exchange as described in the Merger Agreement.
Shapeways Equity Plan” means the Shapeways 2010 Stock Plan, as amended from time to time.
Shapeways Non-Plan Option” means the option to purchase 15,000 shares of Shapeways Common Stock outstanding as of the date of the Merger Agreement that was not granted pursuant to the Shapeways Equity Plan.
Shapeways Options” means options to purchase shares of Shapeways Stock, including options granted pursuant to the Shapeways Equity Plan and the Shapeways Non-Plan Option.
Shapeways Optionholders” means holders of Shapeways Options outstanding as of immediately prior to the Effective Time.
Shapeways Preferred Stock” means the Shapeways Series A-2 Preferred Stock, par value $0.0001 per share, the Shapeways Series B Preferred Stock, par value $0.0001 per share, the Shapeways Series B-1 Preferred Stock, par value $0.0001 per share, the Shapeways Series C Preferred Stock, par value $0.0001 per share, the Shapeways Series D Preferred Stock, par value $0.0001 per share, and the Shapeways Series E Preferred Stock, par value $0.0001 per share.
 
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Shapeways Preferred Stock Exchange” means the conversion of Shapeways Preferred Stock into Shapeways Common Stock as described in the Merger Agreement, prior to and as a condition to the Closing.
Shapeways Securities” means, collectively, the Shapeways Stock, the Shapeways Options, the Shapeways Warrants and the Shapeways Convertible Notes.
Shapeways Securityholders” means all of the holders of Shapeways Securities immediately prior to the Effective Time.
Sponsor Shares” means the 2,875,000 ordinary shares referred to in the IPO Prospectus as “Sponsor Shares” which, following the Share Dividend, resulted in the Sponsor owning 3,450,000 Founder Shares.
Shapeways Stock” means any shares of Shapeways Common Stock and Shapeways Preferred Stock.
Shapeways Stockholders” means all of the holders of Shapeways Stock immediately prior to the Effective Time.
Shapeways Warrants” means outstanding warrants to purchase shares of Shapeways Stock.
Shapeways Warrantholders” means holders of Shapeways Warrants outstanding as of immediately prior to the Effective Time.
Shapeways Written Consent” means the action by written consent of the Shapeways Stockholders pursuant to which Shapeways expects to obtain the Required Company Stockholder Approval.
Share Dividend” means the share dividend, of 0.2 of a share for each ordinary share in issue, effected by Galileo on October 17, 2019.
Share Escrow Agreement” means the Share Escrow Agreement, dated as of October 17, 2019, by and among Galileo, the Sponsor and Continental Stock Transfer & Trust Company, as escrow agent thereunder, which contains provisions related to transfer restrictions on the Sponsor Shares.
Share Escrow Amendment” means the amendment to the Share Escrow Agreement to revise the lock-up period thereunder to match the lock-up period in the Lock-Up Agreements to be entered into by the parties to the Share Escrow Agreement prior to the Closing, subject to the approval by the Galileo shareholders.
Share Escrow Amendment Proposal” means the Proposal by ordinary resolution to be considered at the Meeting to approve to amend the Share Escrow Agreement.
Share Price Targets” means the Tier I Share Price Target and the Tier II Share Price Target.
Sponsor Forfeiture Letter” means the letter agreement, dated as of the date of the Merger Agreement, pursuant to which the Sponsor agreed to forfeit 690,000 of the ordinary shares held by the Sponsor conditional upon the occurrence of the Business Combination.
Sponsor Letter Agreement” means the letter agreement, dated as of October 17, 2019, between Galileo and each of the holders of Sponsor Shares pursuant to which the holders of Sponsor Shares agree to vote all Ordinary Shares beneficially owned by them in favor of a business combination of Galileo, if a business combination is presented to them, and which contains provisions relating to indemnification of the Trust Account, waiver of redemption rights and participation in liquidation distributions from the Trust Account.
Sponsor Note” means the convertible promissory note entered into by Galileo and its Sponsor on December 14, 2020, pursuant to which the Sponsor agreed to loan Galileo up to an aggregate principal amount of $500,000, which note is convertible at the option of the Sponsor into warrants with the same terms as the Private Warrants at a price of $1.00 per warrant.
Sponsor Warrants” means the warrants issuable to the Sponsor upon the conversion of the Sponsor Note.
Stifel” means Stifel, Nicolaus & Company, Incorporated.
Stifel Engagement Letter” means the letter agreement dated February 23, 2021, between Stifel and Galileo, as amended as of April 27, 2021.
 
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Stockholder Merger Consideration” means the total portion of the Merger Consideration payable to all Shapeways Stockholders in respect of shares of Shapeways Stock (but excluding Merger Consideration payable in respect of Shapeways Options and Shapeways Warrants) at the Closing pursuant to the Merger Agreement. The Stockholder Merger Consideration will be allocated pro rata among the Shapeways Stockholders based on their ownership of shares of Shapeways common stock after giving effect to the required conversion of all of the outstanding shares of Shapeways preferred stock into shares of Shapeways common stock immediately prior to, and contingent upon, the Closing. The Stockholder Merger Consideration includes the Stockholder Earnout Shares, which will be withheld from delivery to the Shapeways Stockholders at the Closing and deposited into escrow, subject to the vesting and forfeiture conditions of the Earnout Terms.
Subscription Agreements” means, collectively, the Subscription Agreements entered into simultaneously with the Merger Agreement between Galileo and each of the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase shares of Galileo in the PIPE Investment, subject to the terms and conditions set forth therein.
Surviving Corporation” means Shapeways, as the surviving corporation after the Merger.
Target Company” means Shapeways and its direct and indirect subsidiaries.
Tier I Share Price Target” means a period of thirty (30) consecutive trading days during the Earnout Period, when the volume weighted average trading price of the Common Stock equals or exceeds $14.00 per share (subject to adjustment after the Closing in accordance with the Merger Agreement).
Tier II Share Price Target” means a period for thirty (30) consecutive trading days during the Earnout Period, when the volume weighted average trading price of the Common Stock equals or exceeds $16.00 per share (subject to adjustment after the Closing in accordance with the Merger Agreement).
Transactions” means the transactions contemplated by the Business Combination.
Transaction Bonus RSUs” means the fully vested restricted stock units to be granted pursuant to the Incentive Plan, subject to the approval thereof by Galileo shareholders, to certain Shapeways employees within thirty (30) days of the Closing in accordance with the terms of the Merger Agreement.
Transmittal Documents” means the Letters of Transmittal and other applicable documentation to be delivered by certain Shapeways Securityholders in accordance with the terms of the Merger Agreement prior, and as a condition, to such Shapeways Securityholder receiving Merger Consideration, including the Transmittal Documents required to be delivered to the Exchange Agent by holders of Shapeways Warrants on or prior to the Closing.
Trust” or “Trust Account” means the Trust Account in which net proceeds from the sale of units in the IPO and the sale of Private Placement Warrants were placed following the closing of the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.
Trust Agreement” means the Investment Management Trust Agreement, dated as of October 17, 2019, by and between Galileo and the Trustee, as well as any other agreements entered into related to or governing the Trust Account, as may be amended or modified.
Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
Underwriting Agreement” means the Underwriting Agreement dated as of October 17, 2019, between Galileo and EBC, in its capacity as managing underwriter thereunder.
US Dollars” and “Dollars” and “$” mean to the legal currency of the United States.
Units” or “units” means units, each consisting of one ordinary share and one public warrant, issued by Galileo in the IPO or after the IPO pursuant to the Current Charter.
U.S. Holder” means a beneficial owner of Ordinary Shares that is for U.S. federal income tax purposes: (a) an individual citizen or resident of the United States; (b) a corporation (or other entity treated as a
 
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corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (d) a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
Voting Agreements” means the Voting and Support Agreements entered into simultaneously with the Merger Agreement by Shapeways and certain Shapeways Stockholders in accordance with the terms of the Merger Agreement.
VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the applicable date(s), as reported by Bloomberg through its “VWAP” or other applicable function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the applicable date(s), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.
Warrants” means the Public Warrants and the Private Warrants.
Warrant Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.
Warrant Agreement” means the Warrant Agreement, dated as of October 17, 2019, between Galileo and the Warrant Agent.
Warrant Earnout Shares” means the shares of Common Stock underlying the Earnout Warrants.
Share Calculations and Ownership Percentages
Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this joint proxy statement/consent solicitation statement/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this joint proxy statement/consent solicitation statement/prospectus):
1.
No Public Shareholders exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on August 31, 2021 of approximately $139.2 million. Please see the section entitled “Meeting — redemption rights.”
2.
There are no transfers by the Sponsor of Ordinary Shares or Private Warrants held by the Sponsor on or prior to the Closing Date, the forfeiture at the Closing of 690,000 Ordinary Shares held by the Sponsor pursuant to the Sponsor Forfeiture Letter has occurred, and, effective as of the Closing, the Sponsor has converted the Sponsor Note in full and has been issued Sponsor Warrants to purchase 500,000 Ordinary Shares on terms identical to the terms of the Private Warrants.
3.
No holders of Galileo Warrants exercise any of the outstanding Warrants.
4.
All of the Ordinary Shares held in escrow pursuant to the terms of the Share Escrow Amendment continue to be held in escrow.
5.
The PIPE Investment is consummated in accordance with the terms of the Subscription Agreements,
 
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with Galileo issuing 7.5 million shares of Common Stock to the PIPE Investors at $10.00 per share. Please see the section entitled “Proposal 2: The Business Combination Proposal — Related Agreements — Subscription Agreements; Lock-up Agreements.”
6.
That there is no HSR Fee Loan. Please see the section entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement.”
7.
Other than the PIPE Investment and the issuance to the Sponsor of Sponsor Warrants upon conversion of the Sponsor Note at the time of the Closing, there are no other issuances of equity securities of Galileo prior to or in connection with the Closing.
8.
That none of the Shapeways Stockholders exercises appraisal rights in connection with the Closing.
9.
That none of the Shapeways Options or Shapeways Warrants that are outstanding as of the date of this joint proxy statement/consent solicitation statement/prospectus are exercised prior to the Closing, other than those that would otherwise expire by their terms prior to the Closing.
 
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TRADEMARKS
This joint proxy statement/consent solicitation statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this joint proxy statement/consent solicitation statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
MARKET AND INDUSTRY DATA
This joint proxy statement/consent solicitation statement/prospectus includes industry position and industry data and forecasts that Galileo and Shapeways obtained or derived from internal company reports, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above, including the Wohlers Report 2020.
Although both Galileo and Shapeways believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements as to industry position are based on market data currently available. While Galileo and Shapeways are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this joint proxy statement/consent solicitation statement/prospectus.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/consent solicitation statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the Closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of Galileo, Shapeways and the post-combination Company and the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on information available as of the date of this joint proxy statement/consent solicitation statement/prospectus and on the current expectations, forecasts and assumptions of the management of Galileo and Shapeways, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Galileo and the following:

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

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

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

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

If Shapeways fails to grow its business as anticipated, revenues, gross margin and operating margin will be adversely affected.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Galileo or Shapeways prove incorrect, actual results may vary in material respects from those projected in or contemplated by these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/consent solicitation statement/prospectus and attributable to Galileo or Shapeways or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/consent solicitation statement/prospectus. Except to the extent required by applicable law or regulation, neither Galileo nor Shapeways undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Meeting, including the Proposal to approve the Business Combination, as further described below. The following questions and answers do not include all the information that is important to Galileo’s shareholders. Galileo shareholders are urged to read carefully this entire joint proxy statement/consent solicitation statement/prospectus, including the annexes and other documents referred to herein.
Q:
Why am I receiving this joint proxy statement/consent solicitation statement/prospectus?
A:
You are receiving this joint proxy statement/consent solicitation statement/prospectus in connection with the Meeting. Galileo is holding the Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/consent solicitation statement/prospectus.
(1)
Proposal 1 — The Domestication Proposal — To consider and vote upon a Proposal by special resolution to (a) change the domicile of Galileo pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”). The Domestication will be effected immediately prior to the consummation of the Business Combination by Galileo filing a Certificate of Corporate Domestication and the Proposed Charter in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A with the Delaware Secretary of State and filing an application to de-register Galileo with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Galileo will become a Delaware corporation and all outstanding securities of Galileo will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus. At the time of the Domestication, simultaneously with the adoption of the Proposed Charter, the Galileo Board intends to adopt Bylaws (the “Bylaws”) in the form appended as Annex B to this joint proxy statement/consent solicitation statement/prospectus. The Domestication Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”
A copy of the Proposed Charter is appended to this joint proxy statement/consent solicitation statement/prospectus as Annex A, and a copy of the Bylaws is appended to this joint proxy statement/consent solicitation statement/prospectus as Annex B. The Domestication Proposal is described in more detail in this joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”
(2)
Proposal 2 — The Business Combination Proposal — To consider and vote upon a Proposal by ordinary resolution to approve the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (as amended or supplemented from time to time, the “Merger Agreement”) by and among Galileo, Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”) as representative of the Galileo shareholders (other than the holders of securities of Shapeways), Fortis Advisors LLC, in the capacity from and after the Closing as representative of the Shapeways Stockholders, and Shapeways, Inc., a Delaware corporation (“Shapeways”), as it may be amended and supplemented from time to time, and the transactions contemplated by the Merger Agreement, including the issuance of merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Shapeways, with Shapeways continuing as the surviving entity of the Business Combination and becoming a subsidiary of Galileo as described in more detail in the attached joint proxy statement/consent solicitation statement/prospectus. Following the Business Combination, Galileo and Shapeways may be collectively referred to as the “Company.”
 
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A copy of the Merger Agreement is appended to this joint proxy statement/consent solicitation statement/prospectus as Annex C. The Business Combination Proposal is described in more detail in this joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 2: The Business Combination Proposal.”
(3)
Proposal 3 — The Charter Proposal — To consider and vote on a Proposal by special resolution to approve, in connection with the Merger, the replacement of the Current Charter with the Proposed Charter of Galileo (a corporation incorporated in the State of Delaware, following the Domestication, assuming that the Domestication is approved by the Galileo shareholders), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A, to be effective upon the Domestication, assuming the filing with and acceptance by the Delaware Secretary of State of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law, pursuant to which the name of the surviving corporation will be changed to “Shapeways Holdings, Inc.” The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Galileo shareholders. The Charter Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 3: The Charter Proposal.”
(4) – (9)
Proposals 4 – 9 — The Organizational Documents Proposals — To consider and vote, on an advisory and non-binding basis, on Proposals by ordinary resolution to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by Securities and Exchange Commission guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Merger is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal). The Organizational Documents Proposals are described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”
(10)
Proposal 10 — The Share Escrow Amendment Proposal — To consider and vote on a Proposal by ordinary resolution to approve an amendment, in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D, to the Share Escrow Agreement entered into at the time of the IPO by Galileo, the Sponsor and the escrow agent thereunder to revise the lock-up period under the Share Escrow Agreement to match the lock-up period reflected in the Lock-Up Agreements entered into with certain Shapeways stockholders simultaneously with the Merger Agreement in connection with the Business Combination. The Share Escrow Amendment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 10: The Share Escrow Amendment Proposal.”
(11)
Proposal 11 — The NYSE Proposal — To consider and vote upon a Proposal by ordinary resolution, for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, to approve the issuance of (a) shares of Common Stock to the PIPE Investors pursuant to the PIPE Investment, and (b) shares of Common Stock to the Galileo Stockholders pursuant to the Merger Agreement. The NYSE Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 11: The NYSE Proposal.”
(12)
Proposal 12 — The Incentive Plan Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. 2021 Equity Incentive Plan (the “Incentive Plan”), in the form appended to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E. The board of directors of Galileo (the “Galileo Board”) intends to adopt the Incentive Plan, subject to approval from the shareholders of Galileo, effective immediately prior to the Closing, to be used by the Company after the Closing. The
 
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Incentive Plan Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 12: The Incentive Plan Proposal.”
(13)
Proposal 13 — The ESPP Proposal — To consider and vote on a Proposal by ordinary resolution to approve the Shapeways Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), in the form appended to the accompany joint proxy statement/consent solicitation statement/prospectus as Annex F. The Galileo Board intends to adopt the ESPP, subject to the approval of the Galileo shareholders, effective immediately prior to the Closing for the purpose of providing the Company with the ability to grant eligible employees rights to purchase shares of common stock of the Combined Company after the Closing. The ESPP Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 13: The ESPP Proposal.”
(14)
Proposal 14 — The Director Appointment Proposal — To consider and vote upon a Proposal by ordinary resolution to appoint six (6) directors, effective upon the Closing, to serve staggered terms on the Company’s board of directors until the first, second and third annual meetings of stockholders after the Closing, as applicable, or until their respective successors are duly elected and qualified or until their earlier death, resignation, retirement or removal for cause. The Director Appointment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 14: The Director Appointment Proposal.”
(15)
Proposal 15 — The Adjournment Proposal — To consider and vote upon a Proposal by ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Galileo Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting. This Proposal is referred to as the “Adjournment Proposal,” and, together with the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Organizational Documents Proposals, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Appointment Proposal, the “Proposals.” The Adjournment Proposal is described in more detail in the accompanying joint proxy statement/consent solicitation statement/prospectus under the heading “Proposal 15: The Adjournment Proposal.”
Except as noted below, each of the Proposals is interdependent on each other. The Organizational Documents Proposals are conditional upon the Charter Proposal; the Adjournment Proposal is not conditioned on the approval of any other Proposal. If Galileo’s shareholders do not approve each of the Proposals submitted at the Meeting, other than the Organizational Documents Proposals, which are advisory in nature, the Business Combination may not be consummated.
Each of the Proposals other than the Domestication Proposal and the Charter Proposal must be approved by ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of ordinary shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Each of the Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Q:
Why is Galileo proposing the Domestication?
A:
The Galileo Board believes that it would be in the best interests of Galileo to effect the Domestication: for example, the Company would owe certain taxes that would be imposed on the Company if the Company were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Galileo Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet
 
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changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Galileo is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Company’s corporate legal affairs.
The Domestication will not occur unless the Galileo shareholders have approved the Domestication Proposal and the Business Combination Proposal, and upon the Merger Agreement being in full force and effect prior to the Domestication.
Q:
What is involved with the Domestication?
A:
The Domestication will require Galileo to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, Galileo will cease to be an exempted company incorporated under the laws of the Cayman Islands and Galileo will continue as a Delaware corporation. The Current Charter will be replaced by the Proposed Charter and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.
Q:
How will the Domestication affect my Galileo securities?
A:
Pursuant to the Domestication and without further action on the part of Galileo’s shareholders: (i) each outstanding ordinary share of Galileo will convert to one outstanding share of Common Stock, and (ii) each outstanding warrant to purchase ordinary shares of Galileo will convert to a warrant to purchase the same number of shares of Common Stock.
Q:
What changes are being made to Galileo’s Current Charter in connection with the Domestication?
A:
In connection with the Domestication and the Merger, Galileo will be filing the Proposed Charter with the Secretary of State of the State of Delaware, which amends and removes the provisions of Galileo’s Current Charter that terminate or otherwise become inapplicable because of the Domestication and the Merger and otherwise provides Galileo’s shareholders with the same or substantially the same rights as they have under the Current Charter. However, the Proposed Charter will (1) change the shareholder voting threshold to remove directors for cause, (2) adopt Delaware as the exclusive forum for certain shareholder litigation, (3) change the name of Galileo to Shapeways Holdings, Inc., (4) remove or amend those provisions of the Current Charter which terminate or otherwise cease to be applicable following the Closing, and (5) add new provisions which will be applicable following the Closing. Simultaneously with the adoption of the Proposed Charter, the Galileo Board intends to adopt the Bylaws. For a summary of the differences between the Current Charter and the Proposed Charter, see the sections entitled “Proposal 1: The Domestication Proposal” and “Proposal 3: The Charter Proposal.”
Q:
What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Ordinary Shares?
For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Galileo Shareholders.”
Q:
Why is Galileo proposing the Business Combination?
A:
Galileo was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Since Galileo’s organization, the Galileo Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Shapeways, the Galileo Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Galileo Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of Galileo. The Galileo Board believes that, based on its review and
 
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consideration, the Business Combination with Shapeways presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement and the Current Charter as well as to comply with NYSE Listing Rule 312.03.
Q:
What will happen in the Business Combination?
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Galileo will acquire Shapeways in a transaction referred to in this joint proxy statement/consent solicitation statement/prospectus as the Business Combination. At the Closing, among other things, Merger Sub will merge with and into Shapeways, with Shapeways continuing as the Surviving Corporation. As a result of the Merger, at the Closing, the Combined Company will own 100% of the outstanding stock of Shapeways and the Shapeways Securityholders will receive the Merger Consideration. The number of shares of newly-issued Common Stock that each Shapeways Stockholder will receive as a result of the Merger will be determined on the basis of the Conversion Ratio. Prior to the Effective Time, holders of all outstanding shares of Shapeways Preferred Stock (including former holders of Shapeways Convertible Notes that will convert into Shapeways Preferred Stock prior to the Effective Time at the election of the holders thereof) will have converted their Shapeways Preferred Stock into Shapeways Common Stock pursuant to the Shapeways Preferred Stock Exchange. At the Closing, the Shapeways Stockholders will receive the Stockholder Merger Consideration, provided that the Merger Consideration otherwise payable to Shapeways Stockholders is subject to the withholding of the Stockholder Earnout Shares, which will be deposited in the Escrow Account in accordance with the Merger Agreement and, after the Closing, is subject to reduction for the amount of any Stockholder Earnout Shares which Company Stockholders are not entitled to receive pursuant to the Earnout Terms set forth in the Merger Agreement. At the Closing, holders of Shapeways Options issued pursuant to the Shapeways Equity Plan that are outstanding as of the Closing will be assumed by and converted, subject to adjustments, into options exercisable for shares of newly-issued Common Stock of the Combined Company and, in the case of in-the-money Shapeways Options held by employees and other service providers, a right to receive an award of restricted stock units denominated in newly-issued shares of Common Stock of the Combined Company that are subject to the Earnout Terms and to service-based vesting and forfeiture restrictions. Shapeways Warrants that are outstanding as of the Closing will be assumed and converted into warrants exercisable for newly-issued Common Stock of the Combined Company and, in the case of in-the-money Shapeways Warrants, warrants exercisable for newly-issued Common Stock of the Combined Company that are subject to the vesting and forfeiture restrictions included in the Earnout Terms.
Upon the completion of the Domestication and the Business Combination, each of Galileo’s issued and outstanding ordinary shares will become one share of Common Stock of the Combined Company and each of Galileo’s issued and outstanding warrants will become a warrant to purchase an equal number of shares of Common Stock of the Combined Company.
Q:
What will Shapeways Stockholders receive in the Business Combination?
A:
Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate consideration to be delivered to Shapeways Securityholders in connection with the Business Combination will be a number of shares of Common Stock of the Combined Company with an aggregate value equal to $406,000,000. The number of shares of newly-issued Common Stock that each Shapeways Stockholder will receive as a result of the Merger will be determined on the basis of the Conversion Ratio, which will be calculated as of immediately prior to the Effective Time based on the number of shares of Shapeways Stock outstanding on a fully diluted basis, the aggregate exercise prices of all in-the-money Shapeways Options and Shapeways Warrants and the price at which Public Shareholders will be entitled to redeem Public Shares in connection with the Closing, in each case as of immediately prior to the Effective Time.
Pursuant to the Merger Agreement, prior to the Effective Time, holders of all outstanding shares of Shapeways Preferred Stock (including the former holders of Shapeways Convertible Notes that have converted their Shapeways Convertible Notes into Shapeways Preferred Stock prior to the Effective Time) will have exchanged or converted their Shapeways Preferred Stock into Shapeways Common Stock pursuant to the Shapeways Preferred Stock Exchange at the applicable Conversion Ratio set forth in the
 
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Merger Agreement. At the Closing, the Shapeways Stockholders will receive the Stockholder Merger Consideration, provided that the Stockholder Merger Consideration otherwise payable to Shapeways Stockholders is subject to withholding of the Stockholder Earnout Shares in accordance with the terms of the Merger Agreement and the Escrow Agreement, and, after the Closing, reduction for the amount of any Stockholder Earnout Shares which Shapeways Stockholders are not entitled to receive pursuant to the Earnout Terms set forth in the Merger Agreement, as further described in this joint proxy statement/consent solicitation statement/prospectus. Shapeways Stockholders that have validly exercised appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”) with respect to shares of Shapeways Stock (“Dissenting Shares”) shall not be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares, unless and until such Dissenting Stockholder has effectively withdrawn or lost such dissenting stockholder’s appraisal rights under the DGCL.
Q:
What will holders of Shapeways Options receive in the Business Combination?
Each Shapeways Option, whether vested or unvested, exercisable or unexercisable (other than the Shapeways Non-Plan Option, which will be exercised or cancelled in accordance with its terms prior to the Closing) that is outstanding immediately prior to the Effective Time will be assumed by Galileo and converted into the right to receive (A) an option to purchase shares of Common Stock of the Combined Company (each, a “Purchaser Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Shapeways Common Stock subject to such Shapeways Option immediately prior to the Effective Time and (b) ninety percent (90%) of the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Shapeways Option divided by (ii) ninety percent (90%) of the Conversion Ratio and (B) in the case of in-the-money Shapeways Options, restricted stock units (each, a “Purchaser Earnout RSU”) granted under the Incentive Plan (subject to the approval thereof by Galileo shareholders) and the applicable award agreement and subject to the terms further described below, denominated in a number of shares of Common Stock of the Combined Company (the “Purchaser Earnout Shares”) equal to the product of (x) the number of shares of Shapeways Common Stock subject to such Shapeways Option immediately prior to the Effective Time multiplied by (y) ten percent (10%) of the Conversion Ratio (rounded down to the nearest whole number of shares). Except as otherwise described herein, the Purchaser Options will continue to be subject to the same terms and conditions set forth in the Shapeways Equity Plan and the applicable Shapeways Option award agreement as in effect immediately prior to the Effective Time (including, without limitation, the vesting and acceleration provisions therein), except, in each case, that any references therein to Shapeways or Shapeways Common Stock will instead mean the Combined Company and the Common Stock of the Combined Company, respectively).
To receive a Purchaser Earnout RSU, a holder of an in-the-money Shapeways Option must remain in continuous service to Shapeways or its successor through the grant date of the Purchaser Earnout RSU. Additionally, the Purchaser Earnout RSUs will be subject to substantially the same service-based vesting conditions and acceleration provisions as applied to the former Shapeways Option in respect of which such Purchaser Earnout RSUs are granted; provided that the Purchaser Earnout RSUs will also be subject to the share-price based vesting and forfeiture conditions contained in the Earnout Terms, in each case as described in and subject to the terms of the Merger Agreement.
Q:
What will holders of Shapeways Warrants receive in the Business Combination?
A:
Subject to receipt by the Exchange Agent of applicable Transmittal Documents executed by the holder thereof, Shapeways Warrants that are outstanding and unexercised immediately prior to the Effective Time will be assumed by Galileo and converted into (A) a warrant (each, a “New Purchaser Warrant”) to purchase the number of shares of Common Stock of the Combined Company equal to the product of (1) the number of shares of Shapeways Common Stock subject to such Shapeways Warrant immediately prior to the Effective Time multiplied by (2) ninety percent (90%) of the Conversion Ratio and (B) solely with respect to Shapeways Warrants that are in-the-money immediately prior to the Effective Time, a warrant (each, an “Earnout Warrant” and together with the New Purchaser Warrants, the “Assumed Warrants”) to purchase the number of shares of Common Stock of the Combined Company (the “Warrant Earnout Shares”), which Warrant Earnout Shares shall be subject to the Earnout Terms, equal
 
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to the product of (a) ten percent (10%) of the number of shares of Shapeways Common Stock subject to such Shapeways Warrant multiplied by (b) the Conversion Ratio.
Except as described herein and as set forth in the Merger Agreement, each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the applicable Shapeways Warrant immediately prior to the Effective Time (with all references to Shapeways or to Shapeways Common Stock thereunder becoming references to the Combined Company and the Common Stock), except that each New Purchaser Warrant and Earnout Warrant shall have an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of the applicable Shapeways Warrant by (y) the Conversion Ratio (which price per share shall be rounded up to the nearest whole cent). Warrant Earnout Shares underlying the Earnout Warrants will be subject to the share-price based vesting and forfeiture conditions contained in the Earnout Terms.
Q:
Will Galileo obtain new financing in connection with the Business Combination?
A:
Yes. Simultaneously with the execution of the Merger Agreement, Galileo and Shapeways entered into subscription agreements with certain investors (the “PIPE Investors”) for an aggregate of 75 million U.S. Dollars ($75,000,000) for 7.5 million shares of Common Stock at a price of $10.00 per share in a private investment in Galileo to be consummated simultaneously with the closing of the Transactions (the “PIPE Investment”). The PIPE Investors include certain existing Shapeways stockholders and Desktop Metal, a supplier to Shapeways who has agreed to invest $20.0 million in the PIPE Investment. As a result of this investment, Shapeways will be obligated to purchase $20.0 million of materials from Desktop Metal. Shapeways will also negotiate the terms of a commercial relationship, although there is no definitive agreement as to the terms of any such relationship and there can be no assurance that the parties will enter into any such relationship. During the Interim Period, Galileo may, but is not obligated to, enter into additional subscription agreements with other PIPE Investors (subject to Shapeways’ consent, in the event that any such additional subscription agreements contains terms less favorable to Galileo or to Shapeways than the terms of existing subscription agreements with PIPE Investors).
Consummation of the PIPE Investment is conditioned on the concurrent Closing and other customary closing conditions. Each PIPE Investor agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for the Public Shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).
Q:
Did the Galileo Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The Galileo Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Merger. Galileo’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Galileo’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, the Public Shareholders will be relying solely on the judgment of the Galileo Board in valuing Shapeways’ business and assuming the risk that the Galileo Board may not have properly valued such business.
Q:
What equity stake will current Public Shareholders, the Sponsor, the initial shareholders and the Shapeways Stockholders hold in the Company immediately after the completion of the Business Combination?
A:
Upon the completion of the Merger (assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms  —  Share Calculations and Ownership Percentages”), Public Shareholders will own approximately 23.4% of the outstanding shares of the Combined Company, the Sponsor and initial shareholders will own approximately 5.0% of the outstanding shares of the Combined Company, the Shapeways Stockholders will own approximately 58.9% of the outstanding shares of the Combined Company and approximately 12.7% of the outstanding shares of the Combined Company will be held by the PIPE Investors. Of the shares of Common Stock to be issued at the Closing, 3,468,392 shares (the “Earnout Shares”) will be
 
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deposited into escrow in accordance with the terms of the Escrow Agreement and will be subject to reduction or forfeiture during the Escrow Period in accordance with the terms of the Merger Agreement. Upon completion of the Merger, subject to the assumptions described above, excluding the Earnout Shares, Public Stockholders will own approximately 24.9% of the outstanding shares of the Combined Company, the Sponsor and initial shareholders will own approximately 5.3% of the outstanding shares of the Combined Company, the Shapeways Stockholders will own approximately 56.3% of the outstanding shares of the Combined Company and approximately 13.5% of the outstanding shares of the Combined Company will be held by the PIPE Investors.
If any of the Public Shareholders exercise their redemption rights, the percentage of the Combined Company’s outstanding common stock held by the Public Shareholders will decrease and the percentages of the Combined Company’s outstanding common stock held by the Sponsor and by the Shapeways Stockholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.
If any of the Public Shareholders as of August 31, 2021 redeem their Public Shares at Closing in accordance with the Current Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of August 31, 2021, would be $14,490,000 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Common Stock in connection with the Business Combination, the percentage ownership of the Combined Company by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding shares of Common Stock that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.
The following table illustrates varying beneficial ownership levels in the Combined Company, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 10% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders:
No
Redemptions(1)
%
10%
Redemption(2)
%
50%
Redemption(3)
%
75%
Redemption(4)
%
Maximum
Redemption(5)
%
Shapeways Stockholders(6)
34,683,923 58.9% 34,683,923 60.0% 34,683,923 65.2% 34,683,923 68.8% 34,683,923 72.9%
Galileo’s public stockholders
13,800,000 23.4% 12,665,907 21.9% 8,129,534 15.3% 5,294,302 10.5% 2,459,069 5.2%
Founder and Representative
Shares
2,910,000 5.0% 2,910,000 5.0% 2,910,000 5.5% 2,910,000 5.8% 2,910,000 6.1%
PIPE investors(7)
7,500,000 12.7% 7,500,000 13.0% 7,500,000 14.1% 7,500,000 14.9% 7,500,000 15.8%
Pro forma Combined
Company Common Stock
at June 30, 2021
58,893,923 100.0% 57,759,830 100.0% 53,223,457 100.0% 50,388,225 100.0% 47,552,992 100.0%
Potential sources of dilution:
Public Warrants
13,800,000 23.4% 13,800,000 23.9% 13,800,000 25.9% 13,800,000 27.4% 13,800,000 29.0%
Private Warrants(8)
4,610,000 7.8% 4,610,000 8.0% 4,610,000 8.7% 4,610,000 9.1% 4,610,000 9.7%
Shapeways options
4,963,116 8.4% 4,963,116 8.6% 4,963,116 9.3% 4,963,116 9.8% 4,963,116 10.4%
Transaction Bonus RSUs
410,000 0.7% 410,000 0.7% 410,000 0.8% 410,000 0.8% 410,000 0.9%
Earnout RSUs
587,535 1.0% 587,535 1.0% 587,535 1.1% 587,535 1.2% 587,535 1.2%
(1)
Assumes that no Galileo Public Shares are redeemed and excludes potential dilution from Public Warrants and Private Placement Warrants. Also excludes 5,289,372 Shapeways options, 587,535 Earnout RSU Awards, and 410,000 Transaction Bonus RSUs.
(2)
Assumes that 1,134,093 Public Shares are redeemed for aggregate redemption payments of $11,442,998, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working
 
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capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.
(3)
Assumes that 5,670,466 Public Shares are redeemed for aggregate redemption payments of $57,215,002, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.
(4)
Assumes that 8,505,698 Public Shares are redeemed for aggregate redemption payments of $85,822,493, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.
(5)
Assumes that 11,340,931 Public Shares are redeemed for aggregate redemption payments of $114,429,994, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to $100,000,000.
(6)
Includes 3,468,392 shares of Common Stock subject to the Earnout Terms. Such shares will be deposited into escrow in accordance with the terms of the Escrow Agreement and will be subject to reduction or forfeiture during the Escrow Period in accordance with the terms of the Merger Agreement. However, registered holders will maintain voting rights related to such shares unless forfeited.
(7)
Assumes the PIPE Investment is consummated in accordance with its terms for $75,000,000, with 7,500,000 shares of Common Stock issued to the PIPE Investors.
(8)
Includes 500,000 Sponsor Warrants to be issued upon conversion of the Sponsor Note.
The EBC Transaction Fee, which will not be adjusted on the basis of the number of redemptions by Public Shareholders at the Closing, represents 3.5% of the gross proceeds received by Galileo in the IPO, or $4,830,000 (up to 25% of which may be paid to investment banks or other financial advisors that did not participate in the IPO and assist Galileo in consummating a business combination).
The following table illustrates the effective EBC Transaction Fee on a percentage basis for Public Shares at each redemption level identified below.
(in thousands, except share amounts)
No
Redemptions
10%
Redemption
50%
Redemption
75%
Redemption
Maximum
Redemption
Unredeemed public shares
13,800,000 12,665,907 8,129,534 5,294,302 2,459,069
Trust proceeds to Shapeways
$ 139,189 $ 127,746 $ 81,974 $ 53,367 $ 24,759
EBC Transaction Fee
$ 4,830 $ 4,830 $ 4,830 $ 4,830 $ 4,830
Effective deferred underwriting fee (%)
3.47% 3.78% 5.89% 9.05% 19.51%
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this joint proxy statement/consent solicitation statement/prospectus as anticipated, believed, estimated, expected or intended.
 
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Q:
What interests do Galileo’s initial shareholders, Sponsor, current officers, directors and advisors have in the Business Combination?
A:
In considering the recommendation of Galileo’s Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, Galileo’s initial shareholders, directors and officers have interests in the Business Combination that are different from, or in addition to, those of Galileo’s other shareholders generally. Galileo’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Galileo’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

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

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

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

the fact that the Private Warrants purchased by the Sponsor will be worthless if Galileo does not consummate a business combination. As of August 31, 2021, based on the closing trading price of Public Warrants on August 31, 2021, the aggregate value of the 3,562,000 Private Warrants purchased by the Sponsor would be $3,740,100. Further, if Galileo is not able to consummate an initial business combination by October 22, 2021, the Sponsor will not have the ability to convert the Sponsor Note into 500,000 Sponsor Warrants in accordance with its terms. Based on the closing trading price of the Public Warrants on August 31, 2021, the aggregate value of the 500,000 Sponsor Warrants as of August 31, 2021, would be $525,000. Additionally, if Galileo is not able to consummate an initial business combination by October 22, 2021, Galileo may not be able to repay the Sponsor the $500,000 loan in consideration of which the Sponsor Note was issued by Galileo to the Sponsor;
 
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the fact that if the Trust Account is liquidated, including in the event Galileo is unable to complete an initial business combination by October 22, 2021, the Sponsor has agreed to indemnify Galileo to the extent necessary to preserve the Funds in the Trust Account, provided that such obligation shall only apply to the extent necessary any such claims for services rendered or contracted for or products sold to Galileo, reduce the amount of funds in the Trust Account to below $10.00 per public share, except as to any claims by a vendor or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Galileo’s indemnity of the underwriters of its IPO against certain liabilities, including liabilities under the Securities Act;

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

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

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

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

the fact that, in connection with the anticipated appointment of Alberto Recchi and Patrick S. Jones, two of Galileo’s directors, as directors of the Company after the consummation of the Business Combination, Messrs. Recchi and Jones in the future will receive any cash fees, stock options or stock awards that the Board determines to pay to such directors.
Please also see the sections “Proposal 2: The Business Combination Proposal  — Interests of Galileo’s Directors and Officers and Others in the Business Combination,” “Certain Other Benefits in the Business Combination,” “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of Galileo’s initial shareholders, Sponsor, Galileo’s current officers and directors, Galileo’s advisors and Shapeways in the Business Combination.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights and, after paying the Redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination, including fees payable by Galileo in an aggregate estimated amount of $7,450,000, excluding expense reimbursements, payable to Stifel, EBC, Needham and Craig-Hallum, and for working capital and general corporate
 
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purposes of Galileo and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of Galileo and its subsidiaries. As of August 31, 2021, there were investments and cash held in the Trust Account of approximately $139.2 million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if Galileo is unable to complete a Business Combination by October 22, 2021.
Q:
What happens if a substantial number of Galileo’s Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Galileo’s Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, provided that Galileo, after payment of all such redemptions and the PIPE Investment, has at least $5,000,001 in net tangible assets upon the Closing. The Business Combination may be completed even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders.
It is a condition, which may be waived by Shapeways, that Galileo shall have, at the Closing, at least $100,000,000 in cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment, prior to paying any of Galileo’s expenses and liabilities due at the Closing. If the Business Combination is completed notwithstanding Redemptions, the Company will have fewer Public Shares and Public Shareholders, the trading market for the Company’s securities may be less liquid and the Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the Company after the Business Combination may not be sufficient for its future operations or any future potential acquisitions the Company may pursue and may not allow the Company to reduce the Company’s indebtedness and/or pursue its strategy for growth.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among other things, receipt of the approval of the shareholders of Galileo and the approval of the Shapeways stockholders; expiration of any applicable waiting period under any antitrust laws; receipt of requisite consents from governmental authorities to consummate the Transactions, the absence of any law or order that would prohibit the consummation of the Transactions; upon the Closing, after giving effect to the completion of the Redemption and PIPE Investment, Galileo having net tangible assets of at least $5,000,001; the members of the board of directors of the Combined Company shall have been appointed or appointed as of the Closing; and the effectiveness of the Registration Statement. In addition, unless waived by Galileo, and subject to applicable law, the consummation of the Business Combination is subject to conditions which include, but are not limited to, there being no Material Adverse Effect (as that term is used in the Merger Agreement) on Shapeways. Further, unless waived by Shapeways, and subject to applicable law, the consummation of the Business Combination is subject to conditions which include, but are not limited to, that upon the Closing, after giving effect to completion and payment of the redemption, if any, Galileo shall have cash or cash equivalents equal to at least $100,000,000. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. For a further discussion of conditions to consummating the Business Combination, please see “Proposal 2: Business Combination Proposal.”
Q:
What happens if the Business Combination is not consummated?
A:
If it is not able to complete the Business Combination or another initial business combination by October 22, 2021, Galileo will cease all operations except for the purpose of winding up and redeeming its Public Shares and liquidating the Trust Account, in which case Galileo’s Public Shareholders may only receive the amount in the Trust Account as of the applicable Redemption Date, less up to $100,000 of interest to pay dissolution expenses and net of taxes payable, which would be only approximately $10.09 per share, based on the amount held in the Trust Account as of August 31, 2021, and Galileo’s warrants will expire worthless. In addition, certain services fees payable by Galileo to Stifel, EBC, Needham and
 
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Craig-Hallum in an estimated amount of $7,450,000, excluding expense reimbursements, if any, would not be paid if the Business Combination is not consummated (or, in the case of EBC, if no business combination is consummated).
Q:
When do you expect the Business Combination to be completed?
A:
It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Meeting, which is set for September 28, 2021; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by Galileo’s shareholders at the Meeting and the Galileo Shareholders elect to adjourn the Meeting to a later date or dates not later than October 22, 2021 to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, any of Proposals has not been approved, and (ii) the Closing will not occur until all conditions set forth in the Merger Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal 2: The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”
Q:
What Proposals are shareholders being asked to vote upon?
A:

Proposal 1: The Domestication Proposal


Proposal 2: The Business Combination Proposal


Proposal 3: The Charter Proposal


Proposal 4 – 9: The Organizational Documents Proposals


Proposal 10: The Share Escrow Amendment Proposal


Proposal 11: The NYSE Proposal


Proposal 12: The Incentive Plan Proposal


Proposal 13: The ESPP Proposal


Proposal 14: The Director Appointment Proposal


Proposal 15: The Adjournment Proposal
If Galileo’s Public Shareholders do not approve each of the Proposals, then the Business Combination may not be consummated.
In addition, as required by applicable SEC guidance, to give shareholders the opportunity to present their views on important corporate governance provisions, Galileo is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Proposals to approve certain governance provisions contained in the Proposed Charter that materially affect shareholder rights, and will be adopted when the Proposed Charter replaces the Current Charter, if the Charter Proposal is approved by the shareholders. See “Proposal 3: The Charter Proposal.” These separate votes are not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, Galileo is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these Proposals are advisory votes, and are not binding on Galileo or the Galileo Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal).
After careful consideration, the Galileo Board has approved the Merger Agreement and the Transactions and determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Organizational Documents Proposals, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Appointment Proposal and the Adjournment Proposal each is in the best interests of Galileo and recommends that you vote “FOR” or give instruction to vote “FOR” each of these Proposals.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS.
 
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Q:
What material negative factors did the Galileo Board consider in connection with the Business Combination?
A:
Among the material negative factors that the Galileo Board considered in its evaluation of the Business Combination were the risk that the potential Business Combination may not be fully achieved or that the Business Combination may not be consummated; the risk of Shapeways not achieving its financial projections or planned growth initiatives and the risk that the potential benefits of the Business Combination may not be fully realized. These factors are discussed in greater detail in the section entitled “Proposal 2: The Business Combination Proposal — Galileo Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to Galileo and the Business Combination.”
Q:
Do I have redemption rights?
A:
Pursuant to Galileo’s Current Charter, Galileo’s Public Shareholders may request that Galileo redeem all or a portion of their Public Shares if the Business Combination is consummated, subject to certain limitations, for cash equal to the applicable redemption price; provided, however, that Galileo may not redeem such shares to the extent that such redemption would result in Galileo having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.
You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Galileo’s transfer agent, that Galileo redeem your share certificates (if any) and other redemption forms and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of units must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
Public Shareholders may seek to have their shares redeemed regardless of (i) whether or not they vote on any of the Proposals, (ii) if they vote, whether they vote for or against the Business Combination, and (iii) whether or not they were holders of Galileo Ordinary Shares as of the Record Date or acquired their shares after the Record Date.
The redemptions will be effectuated in accordance with the Current Charter and Cayman Islands law. Any Public Shareholder who holds Ordinary Shares of Galileo on or before September 24, 2021 (two (2) business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Fund not previously released to Galileo (net of taxes payable), calculated as of two business days prior to the completion of the Business Combination, provided that such Public Shareholders follow the procedures provided for exercising such redemption set forth in the Current Charter, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Galileo Ordinary Shares as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is completed. Holders of warrants will not have redemption rights.
Further, each Public Shareholder, together with any affiliate or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will
 
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be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Galileo. Any Public Shareholder who holds less than 15% of the Public Shares may have all of the Public Shares held by him or her redeemed for cash.
If a Public Shareholder has exercised its redemption rights with respect to public shares, but the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
Q:
How do I exercise my redemption rights?
A:
Pursuant to Galileo’s Current Charter, a Public Shareholder may request that Galileo redeem all or a portion of its Public Shares for cash if the Business Combination is consummated, subject to certain limitations, for cash equal to the applicable Redemption Price; provided, however, that Galileo may not redeem such shares to the extent that such redemption would result in Galileo having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.
You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Galileo’s transfer agent, that Galileo redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of units must elect to separate the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal.
Any request for Redemption, once made by a Public Shareholder, may not be withdrawn once submitted to the Company unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). You may make such request by contacting Galileo’s Transfer Agent at the phone number or address listed at the end of this section.
Any corrected or changed written demand of redemption rights must be received by Galileo’s Chief Financial Officer two business days prior to the vote taken on the Business Combination at the Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Meeting.
Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Galileo’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Galileo does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not
 
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to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, Galileo will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your Galileo shares for cash and will no longer own these shares following the Business Combination.
If you are a Public Shareholder and you exercise your redemption rights, it will not result in either the exercise or loss of any Galileo warrants. Your Galileo warrants will continue to be outstanding following a Redemption of your Public Shares and will become exercisable in connection with the completion of the Business Combination. Holders of Units have waived redemption rights in connection with the Business Combination.
If you intend to seek redemption of your Public Shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to Galileo’s transfer agent prior to the meeting, as described in this joint proxy statement/consent solicitation statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
Q:
Will how I vote on the Business Combination Proposal affect my ability to exercise redemption rights?
A:
No. If you have redemption rights, you may exercise your redemption rights irrespective of whether you vote your Ordinary Shares for or against the Business Combination Proposal or any other Proposal described in this joint proxy statement/consent solicitation statement/prospectus.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of outstanding units must elect to separate the units into the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the transfer agent by 5:00 p.m., Eastern Time, on September 24, 2021, you will not be able to exercise your redemption rights with respect to your Public Shares.
Q:
What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?
For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”
Q:
Do I have appraisal rights in connection with the proposed Business Combination?
A:
Shareholders of Galileo do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q:
What do I need to do now?
A:
Galileo urges you to read carefully and consider the information contained in this joint proxy statement/consent solicitation statement/prospectus, including the annexes, and to consider how the Business
 
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Combination will affect you as a Galileo shareholder. Public Shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
The Meeting will be held via live webcast at 10:00 a.m., Eastern Time, on September 28, 2021. For the purposes of Galileo’s Current Charter, the physical place of the meeting will be 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. The Meeting can be accessed by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021, where you will be able to listen to the Meeting live and vote during the Meeting. Please note that you will only be able to access the Meeting by means of remote communication.
If you are a holder of record of Galileo Ordinary Shares on the record date, you may vote at the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.
Any proxy may be revoked by the person giving it at any time before the polls close at the Meeting. A proxy may be revoked by filing with Galileo’s Chief Financial Officer (Galileo Acquisition Corp., 1049 Park Ave. 14A, New York NY 10028) either (i) a written notice of revocation bearing a date later than the date of such proxy, (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Meeting and voting online.
Simply attending the Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this joint proxy statement/consent solicitation statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.
As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular Proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that Proposal.
This is called a “broker non-vote.” Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.
For the Proposals in this joint proxy statement/consent solicitation statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
Q:
When and where will the Meeting be held?
A:
The Meeting will be held via live webcast at 10:00 am, Eastern Time, on September 28, 2021, unless the Meeting is adjourned.
For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
 
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The Meeting can be accessed by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 where you will be able to listen to the Meeting live and vote during the Meeting. Please note that you will only be able to access the Meeting by means of remote communication.
Q:
How do I register and attend the virtual Meeting?
A:
As a registered shareholder, you received a Proxy Card from Continental Stock Transfer. The form contains instructions on how to attend the Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer at the phone number or e-mail address below. Continental Stock Transfer support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting starting September 21, 2021 at 9:00 a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/galileoacquisitioncorp/sm2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.
Beneficial owners, or investors who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing +1 888-965-8995 (toll-free), outside the U.S. and Canada +1 415-655-0243 (standard rates apply) when prompted enter the pin number 95510303#. This phone number is listen-only, you will not be able to vote or enter questions during the meeting.
Q:
Who is entitled to vote at the Meeting?
A:
Galileo has fixed August 2, 2021 as the Record Date. If you were a Public Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the Meeting. However, a Public Shareholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Meeting) or is represented by proxy at the Meeting.
Q:
How many votes do I have?
A:
Public Shareholders are entitled to one vote at the Meeting for each ordinary share held of record as of the Record Date. As of the close of business on the Record Date, there were outstanding 17,400,000 Ordinary Shares.
Q:
What constitutes a quorum?
A:
The holders of one-third (1/3) of the issued and outstanding Ordinary Shares of Galileo being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence at the virtual Meeting) shall constitute a quorum. In the absence of a quorum, the meeting may be adjourned in accordance with the terms of the Current Charter.
As of the Record Date for the Meeting, 5,800,000 Ordinary Shares would be required to achieve a quorum.
Q:
What vote is required to approve each Proposal at the Meeting?
A:
The following votes are required for each Proposal at the Meeting:

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

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

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

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

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

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

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

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

Adjournment Proposal:   The Adjournment Proposal, if presented, must be approved by ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Q:
What are the recommendations of the Board?
A:
The Galileo Board believes that the Business Combination Proposal and the other Proposals to be presented at the Meeting are in the best interest of Galileo and recommends that Galileo’s shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Share Escrow Amendment Proposal “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal “FOR” each of the director nominees set forth in the Director Appointment Proposal, and, if presented at the Meeting, “FOR” the Adjournment Proposal.
The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the Proposals. These conflicts of interest include, among other things, that if Galileo does not consummate an initial business combination by October 22, 2021, Galileo may be forced to liquidate and the Founder Shares held by Galileo’s officers, directors and the Sponsor, which is affiliated with certain of Galileo’s officers, and the 3,562,000 Private Warrants purchased by the Sponsor and the Sponsor Warrants (if issued at Closing at the option of the Sponsor) would be worthless. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information.
Q:
How do Galileo’s initial shareholders intend to vote their shares?
A:
All of Galileo’s initial shareholders have previously agreed to vote all ordinary shares owned by them in favor of a business combination proposed to them for approval, including the Business Combination.
 
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Q:
May Galileo’s initial shareholders purchase Public Shares or warrants prior to the Meeting?
A:
At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Galileo or Galileo’s securities, Galileo’s initial shareholders and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Galileo Ordinary Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals presented to shareholders for approval at the Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.
Entering into any such incentive arrangements may have a depressive effect on outstanding Galileo Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either prior to or immediately after the Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals to be presented at the Meeting and would likely increase the chances that such Proposals would be approved. As of the date of this joint proxy statement/consent solicitation statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Galileo will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposals to be voted on at the Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Q:
What happens if I sell my Ordinary Shares before the Meeting?
A:
The Record Date for the Meeting is earlier than the date of the Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Ordinary Shares after the applicable record date, but before the Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
How has the announcement of the Business Combination affected the trading price of Galileo’s Ordinary Shares, warrants and units?
A:
On April 27, 2021, the last trading date before the public announcement of the Business Combination, Galileo’s Ordinary Shares, warrant and units closed at $10.07, $0.9499 and $10.85, respectively.
On August 31, 2021, the closing sale prices of Galileo’s Ordinary Shares, warrants and units were $10.04, $1.05, and $11.11 respectively.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders may send a later-dated, signed proxy card to Galileo’s Chief Financial Officer at the address set forth below so that it is received by Galileo’s Chief Financial Officer prior to the vote at the Meeting (which is scheduled to take place September 28, 2021) or attend and vote at the virtual Meeting in person by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 and entering the assigned control number. Shareholders also may revoke their proxy by sending a notice of revocation to Galileo’s Chief Financial Officer, which must be received by Galileo’s Chief Financial Officer prior to the vote at the Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
 
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Q:
What happens if I fail to take any action with respect to the Meeting?
A:
If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of the Company. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Galileo. However, if you fail to take any action with respect to the Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this joint proxy statement/consent solicitation statement/prospectus for redeeming your shares.
Q:
What should I do with my share certificates, warrant certificates and/or unit certificates?
A:
Pursuant to the Current Charter, a Public Shareholder may request that Galileo redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Share and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting) (i) submit a written request to the Transfer Agent that the Company redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, Galileo will redeem each ordinary share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds (net of required tax payments), divided by the number of then-outstanding Public Shares, divided by the number of then outstanding Public Shares.
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may not be withdrawn once submitted to Galileo unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this joint proxy statement/consent solicitation statement/prospectus. Galileo will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Meeting — redemption rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Galileo warrant holders should not submit certificates, if any, relating to their warrants. Public shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.
Upon effectiveness of the Business Combination, subject to the treatment of certain ordinary shares pursuant to the Sponsor Forfeiture Letter and the Sponsor Escrow Agreement, holders of Galileo Ordinary Shares and warrants will receive Common Stock and warrants to receive Common Stock of the Company without needing to take any action and, accordingly, such holders should not submit the certificates, if any, relating to their Ordinary Share or warrants. In addition, before the Closing, each outstanding unit of Galileo (each of which consists of one Ordinary Share and one warrant to purchase one Ordinary Share) will be separated into its components of shares and warrants.
 
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Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the joint proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact the proxy solicitor for Galileo, Morrow Sodali LLC:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: GLEO.info@investor.morrowsodali.com
You also may obtain additional information about Galileo from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:
Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
This summary highlights selected information from this joint proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the Proposals to be submitted for a vote at the Meeting, whether or not you plan to attend such meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Merger Agreement, attached as Annex C to this joint proxy statement/consent solicitation statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Merger Agreement is also described in detail in this joint proxy statement/consent solicitation statement/prospectus in the section entitled “The Merger Agreement.” This joint proxy statement/consent solicitation statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”
Parties to the Business Combination
Galileo
Galileo is a blank check company that was incorporated as a Cayman Islands exempted company on July 30, 2019, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Galileo’s units, ordinary shares and warrants are traded on the NYSE under the symbols “GLEO.U,” “GLEO”, and “GLEO WS”, respectively. Galileo’s units, each consisting of one ordinary share and one warrant, will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer exist as a separate security. Upon the Closing, Galileo intends to change its name from “Galileo Acquisition Corp.” to “Shapeways Holdings, Inc.” Galileo intends to apply to continue the listing of its Common Stock and warrants on NYSE under the symbols “SHPW” and “SHPW WS,” respectively, upon the Closing.
Galileo’s principal executive offices are located at 1049 Park Ave. 14A, New York, NY 10028 and its phone number is (347) 517-1041.
MergerSub
Galileo Acquisition Holdings Inc. (“Merger Sub”) is a Delaware corporation and a wholly-owned subsidiary of Galileo.
Purchaser Representative
Galileo Founders Holdings, L.P., a Delaware limited partnership and Galileo’s Sponsor (the “Sponsor”), is serving as the “Purchaser Representative” under the Merger Agreement, and in such capacity will represent the interests of Galileo’s shareholders after the Closing (other than the Shapeways Securityholders immediately prior to the Effective Time and their successor and assigns) with respect to certain matters under the Merger Agreement.
Shapeways
Shapeways, Inc., a Delaware corporation (“Shapeways”), is a leading digital manufacturer combining high-quality, flexible on-demand manufacturing with purpose-built proprietary software to offer customers an end-to-end digital manufacturing platform on which they can rapidly transform digital designs into physical products. Shapeways’ manufacturing platform offers customers access to high-quality manufacturing from start to finish through automation, innovation and digitization. Shapeways’ proprietary software, wide selection of materials and technologies, and global supply chain aim to lower manufacturing barriers and accelerate delivery of items customers need manufactured from prototypes to finished parts. Shapeways combines deep digital manufacturing know-how and software expertise to deliver high-quality, flexible on-demand digital manufacturing to a range of customers, from project-focused engineers to large enterprises.
 
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Shapeways is located at 30-02 48th Avenue, Long Island City, NY 11101 and its phone number is (646) 979-9885.
Seller Representative
Fortis Advisors LLC, (the “Seller Representative”), a Delaware limited liability company, is serving in the capacity as the representative from and after the Effective Time for the Shapeways Stockholders with respect to certain matters under the Merger Agreement.
Proposals to be Submitted at the Meeting
Proposal 1: The Domestication Proposal
Galileo and Shapeways and the other parties thereto have agreed to the Business Combination under the terms set forth in the Merger Agreement. If the Business Combination Proposal (described below) is approved and the Business Combination is to be consummated, prior and as a condition to the Closing, Galileo will (a) be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware (which is referred to herein as the “Domestication”); (b) in connection therewith, adopt upon the Domestication taking effect, the Proposed Charter, in the form appended to this joint proxy statement/consent solicitation statement/prospectus as Annex A, in place of Galileo’s Current Charter; and (c) file the Proposed Charter with the Secretary of State of Delaware. At the time of the Domestication and the Closing, simultaneously with the adoption of the Proposed Charter, the Galileo Board intends to adopt Bylaws in the form appended as Annex B to this joint proxy statement/consent solicitation statement/prospectus. Upon effectiveness of the Domestication, all of Galileo’s outstanding securities will convert to outstanding securities of the continuing corporation.
After consideration of the factors identified and discussed in the section entitled “Proposal 1: The Domestication Proposal — Reasons for the Domestication,” the Galileo Board has decided that it would be in the best interests of Galileo to effect the Domestication in connection with the Business Combination.
The Domestication Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Galileo’s shareholders. The Domestication Proposal is to be submitted for consideration and vote by the Public Shareholders by special resolution.
For additional information, see “Proposal 1: The Domestication Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 2: The Business Combination Proposal
This section describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex C, and the related agreements. Galileo’s shareholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination.
Merger Agreement
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) the Domestication will occur prior to and as a condition to the Closing and (ii) at the Closing, and following the Domestication and the PIPE Investment, Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity and wholly-owned subsidiary of Galileo, and with each Shapeways stockholder receiving newly issued shares of Galileo at the Closing (as further described below). Simultaneously with entering into the Merger Agreement, Galileo entered into Subscription Agreements with PIPE Investors to purchase a total of 7.5 million shares of Common Stock at $10.00 per share, with aggregate gross proceeds to Galileo of $75,000,000. The PIPE Investors include certain existing Shapeways stockholders and Desktop Metal, a supplier to Shapeways who has agreed to invest $20.0 million in the PIPE Investment. Upon consummation of this investment, Shapeways will be obligated to purchase $20.0 million of equipment,
 
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materials and services from Desktop Metal. Shapeways and Desktop Metal will also negotiate the terms of a strategic partnership, although there is no definitive agreement as to the terms of any such relationship and there can be no assurance that the parties will enter into any such relationship or if it will be commercially successful. For additional information concerning Shapeways’ strategic partnership with Desktop Metal see the section entitled “Background of the Business Combination”.
The total consideration received by Shapeways Securityholders from Galileo at the Closing will have an aggregate value equal to $406,000,000 (the “Merger Consideration”), payable, in the case of Shapeways Stockholders, solely in new shares of Common Stock and, in the case of other Shapeways Securityholders, in new shares of Common Stock and/or securities convertible into or exercisable for new shares of Common Stock. The Merger Consideration deliverable to Shapeways Stockholders will be allocated pro rata based on their ownership of Shapeways after giving effect to the required conversion of all of the outstanding shares of Shapeways Preferred stock into shares of Shapeways Common Stock immediately prior to, and contingent upon, the Closing.
After the Closing, shares of Common Stock representing 10% of the Merger Consideration (the “Earnout Consideration”) will be subject to vesting and forfeiture conditions based upon the VWAP of Common Stock reaching targets of $14.00 and $16.00, respectively (with 50% released at each target) for a period of 30 consecutive trading days during the three-year period after the Closing (the “Earnout Terms”), with the portion of such shares that would otherwise be deliverable to Shapeways Stockholders at the Closing being withheld from payment and deposited into escrow pursuant to a mutually agreeable escrow agreement (the “Escrow Agreement”). A pro rata portion of the Earnout Shares will be allocated to Shapeways options and warrants that are exchanged for options and warrants (as applicable) for shares of Galileo at the Closing (as described below).
Shapeways Options issued pursuant to Shapeways’ Equity Plan that are not exercised prior to the Closing will be assumed by Galileo and converted, subject to certain adjustments that are described in the Merger Agreement, into options exercisable for shares of Common Stock and, in the case of in-the-money Shapeways Options, a right to receive an award of restricted stock units denominated in shares of Common Stock that are subject to the Earnout Terms and to service-based vesting and forfeiture restrictions. Shapeways Warrants that are not exercised prior to the Closing will be assumed by Galileo and converted into warrants exercisable for shares of Common Stock and, in the case of in-the-money Shapeways Warrants, warrants exercisable for shares of Common Stock that are subject to the Earnout Terms. Prior to the Closing, outstanding Shapeways Convertible Notes will be converted into shares of Shapeways Preferred Stock at the election of the holders thereof, which shares of Shapeways Preferred Stock will then be converted into shares of Shapeways Common Stock prior to the Closing. From and after the Closing, the name of the Combined Company will be Shapeways Holdings, Inc.
Representations and Warranties
The Merger Agreement contains a number of representations and warranties made by each of Galileo and Shapeways as of the date of the Merger Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality or Material Adverse Effect (as hereinafter defined), as well as information provided in the disclosure schedules to the Merger Agreement. As used in the Merger Agreement, “Material Adverse Effect” means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, Liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents relating to the Merger Agreement to which such person or entity is a party or bound or to perform the obligations of such person or entity thereunder, in each case, subject to certain customary exceptions.
Closing Conditions
The Closing is subject to the satisfaction of certain closing conditions, including that there not have been a Material Adverse Effect on the business of Shapeways and that after giving effect to completion and payment of the redemption, if any, Galileo shall have cash or cash equivalents equal to at least $100,000,000, including
 
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funds remaining in the Trust Account and the proceeds of any PIPE Investment, prior to giving effect to the payment of any of Galileo’s expenses and liabilities due at the Closing.
Lock-Up Agreement
Simultaneously with the execution and delivery of the Merger Agreement, certain shareholders of Shapeways entered into Lock-Up Agreements with Galileo. Pursuant to the Lock-Up Agreements, each Shapeways shareholder party thereto agreed not to, during the period commencing from the Closing and ending 180 days after the Closing (subject to early release if Shapeways consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Galileo restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Galileo restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the Galileo restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
Subscription Agreement
Simultaneously with the execution of the Merger Agreement, Galileo and Shapeways entered into Subscription Agreements with PIPE Investors for an aggregate for 7,500,000 shares of Galileo’s common stock, par value $0.0001 per share, at a price of $10.00 per share, for an aggregate of $75,000,000, in a private placement to be consummated simultaneously with the closing of the Transaction. The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Galileo’s Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom). In addition, Shapeways granted certain customary resale registration rights to the PIPE Investors in the Subscription Agreements.
Registration Rights Agreement
In connection with the Closing, certain Shapeways Stockholders who will be affiliates of Galileo immediately after the Closing will enter into the Registration Rights Agreement to provide such Shapeways Stockholders with registration rights that are substantially similar in all material respects to, and pari passu with, the registration rights of the Sponsor and EBC pursuant to that certain Founder Registration Rights Agreement, dated as of October 17, 2019, by and among the Purchaser, the Sponsor and EBC.
Additional Information
For additional information, including information about certain material U.S. Federal Income Tax Consequences to U.S. Holders of Public Shares and other agreements relating to the Business Combination, see “Proposal 2: The Business Combination Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
The Business Combination Proposal is to be submitted for consideration and vote by the Public Shareholders by ordinary resolution. For additional information, see “Proposal 2: The Business Combination Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 3: The Charter Proposal
In connection with the Business Combination, Galileo is asking its shareholders to approve a Proposal to replace the Current Charter with the Proposed Charter, to be effective upon the consummation of the Business Combination. The Proposed Charter (i) includes supermajority voting standards in connection with the removal of a director; (ii) removes the right of the stockholders to call a special stockholder meeting; (iii) removes the right of the stockholders to take action by written consent; (iv) removes certain blank check
 
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provisions that will not be necessary upon consummation of the Business Combination; and (v) increases the number of shares of Common Stock the Company is authorized to issue.
The Proposed Charter differs in material respects from the Current Charter and Galileo urges shareholders to carefully consult the information set out in the section entitled “Proposal 3: The Charter Proposal” and the full text of the Proposed Charter, attached hereto as Annex A.
The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, the Charter Proposal will have no effect, even if approved by Galileo’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Proposals. The Charter Proposal is to be submitted for consideration and vote by the Public Shareholders by special resolution.
The Charter Proposal is to be submitted for consideration and vote by the Public Shareholders by special resolution. For additional information, see “Proposal 3: The Charter Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposals 4 – 9: The Organizational Documents Proposals
Galileo’s shareholders are also being asked to approve and adopt, on a non-binding advisory basis, the Organizational Documents Proposals, which relate to certain corporate governance provisions in the Proposed Charter that will be adopted when the Proposed Charter replaces the Current Charter, if the Charter Proposal is approved. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal).
The Organizational Documents Proposals relate to: (i) inclusion of supermajority voting standards in connection with the removal of a director; (ii) removal of the right of the stockholders to call a special stockholder meeting; (iii) removal the right of the stockholders to take action by written consent; (iv) the change of the Company’s name to “Shapeways Holdings, Inc.”; (v) the removal of certain blank check provisions that will not be necessary upon consummation of the Business Combination; and (vi) the increase in the number of shares of Common Stock the Company is authorized to issue. The Organizational Documents Proposals are to be submitted for consideration and vote by the Public Shareholders by ordinary resolution.
For additional information, see “Proposals 4 – 9: The Organizational Documents Proposals” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 10: The Share Escrow Amendment Proposal
Galileo’s shareholders are also being asked to approve an amendment to the Share Escrow Agreement entered into at the time of the IPO by Galileo, Sponsor and the escrow agent thereunder to revise the lock-up period under the Share Escrow Agreement to match the lock-up period reflected in the Lock-Up Agreements with certain stockholders of Shapeways entered into simultaneously with the Merger Agreement in connection with the Business Combination. The Share Escrow Amendment Proposal is to be submitted for consideration and vote by the Public Shareholders by ordinary resolution.
For additional information, see “Proposal 10: The Share Escrow Amendment Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 11: The NYSE Proposal
Assuming the Business Combination Proposal and the Charter Proposal are approved, Galileo’s shareholders are also being asked to consider and vote on a Proposal by ordinary resolution to approve, for the purposes of complying with NYSE Listing Rule 312.03 the issuance of more than 20% of the voting power or number of issued and outstanding Ordinary Shares, or change in control, resulting from the PIPE
 
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Investment (as defined in this joint proxy statement/consent solicitation statement/prospectus), and in connection with the Business Combination. The NYSE Proposal is to be submitted for consideration and vote by the Public Shareholders by ordinary resolution.
For additional information, see “Proposal 11: The NYSE Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 12: The Incentive Plan Proposal
Assuming the Business Combination Proposal, the Charter Proposal and the NYSE Proposal are approved, Galileo’s shareholders are also being asked to approve the Incentive Plan Proposal.
Galileo expects that, prior to the consummation of the Business Combination, its Board will approve and adopt the Incentive Plan. Galileo shareholders should carefully read the entire Incentive Plan, the form of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex E, before voting on this Proposal.
The Incentive Plan Proposal is to be submitted for consideration and vote by the Public Shareholders by ordinary resolution. For additional information, see “Proposal 12: The Incentive Plan Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 13: The ESPP Proposal
Assuming the Business Combination Proposal, the Charter Proposal and the NYSE Proposal are approved, Galileo’s shareholders are also being asked to approve the ESPP Proposal. If the ESPP Proposal is approved by shareholders, the Combined Company will be authorized to provide eligible employees with an opportunity to purchase shares of the Combined Company at a discount to the market price and to pay for such purchases through payroll deductions in accordance with the ESPP’s terms.
Galileo expects that, prior to the consummation of the Business Combination, the Galileo Board will approve and adopt the ESPP. Galileo shareholders should carefully read the entire ESPP, the form of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex F, before voting on this Proposal.
The ESPP Proposal is to be submitted for consideration and vote by the Public Shareholders by ordinary resolution. For additional information, see “Proposal 13: The ESPP Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 14: The Director Appointment Proposal
Effective from the consummation of the Domestication and Business Combination, the Company’s Board will consist of six (6) directors and will be a classified Board with three classes of directors, with each initial Class I director having a term that expires at the Company’s annual meeting of stockholders in 2022, each initial Class II director having a term that expires at the Company’s annual meeting of stockholders in 2023 and each initial Class III director having a term that expires at the Company’s annual meeting of stockholders in 2024, or when such directors’ successors have been duly elected and qualified, or upon such directors’ earlier death, resignation, retirement or removal for cause. Galileo is proposing that its shareholders approve the election of the six director nominees to serve on the Company Board following the Closing of the Business Combination. The Director Appointment Proposal is being submitted for consideration and vote by the Public Shareholders by ordinary resolution.
For additional information, see “Proposal 14: The Director Appointment Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Proposal 15: The Adjournment Proposal
The Adjournment Proposal allows the Galileo Board to submit a Proposal to approve the adjournment of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the
 
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Proposals, the Organizational Documents Proposals or the Director Appointment Proposal. If the Adjournment Proposal is presented to the Public Shareholders, it will be submitted to consideration and vote by ordinary resolution.
For additional information, see “Proposal 15: The Adjournment Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.
Date and Time of Meeting
The Meeting will be held via live webcast at10:00 a.m., Eastern Time, on September 28, 2021, to consider and vote upon the Proposals to be submitted to the Meeting, including, if necessary, the Adjournment Proposal. For the purposes of Galileo’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be 1345 Avenue of the Americas,11th Floor, New York, NY 10105.
The Meeting can be accessed by visiting https://www.cstproxy.com/galileoacquisitioncorp/sm2021 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.
Registering for the Meeting
As a registered shareholder, you received a Proxy Card from Continental Stock Transfer. The form contains instructions on how to attend the Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer at the phone number or e-mail address below. Continental Stock Transfer support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the Meeting starting September 21, 2021 at 9:00 a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/galileoacquisitioncorp/sm2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.
Beneficial owners, or investors who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen to the meeting by dialing +1 888-965-8995 (toll-free), outside the U.S. and Canada +1 415-655-0243 (standard rates apply) when prompted enter the pin number 95510303#. This phone number is listen-only; you will not be able to vote or enter questions during the meeting.
Voting Power; Record Date
Public Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned Galileo Ordinary Shares at the close of business on August 2, 2021, which is the record date for the Meeting (the “Record Date”). Public Shareholders will have one vote for each ordinary share of Galileo owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Galileo’s warrants do not have voting rights. On the Record Date, there were 17,400,000 Ordinary Shares outstanding, of which 13,800,000 were not held by the Sponsor or initial shareholders or by EBC.
Quorum and Vote of Shareholders
A quorum of Galileo’s shareholders is necessary to hold a valid meeting. The holders of at least one-third (1/3) of the issued and outstanding Ordinary Shares, being individuals present in person or by proxy, or
 
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if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence at the virtual Meeting), shall constitute a quorum. In the absence of a quorum, the meeting may be adjourned in accordance with the terms of the Current Charter. As of the Record Date for the Meeting, 5,800,000 ordinary shares would be required to achieve a quorum.
The holders of Sponsor Shares at the time of the IPO entered into the Sponsor Letter Agreement pursuant to which to vote all Sponsor Shares beneficially owned be them in favor of the Business Combination Proposal. As of the Record Date, there are outstanding 3,600,000 total ordinary shares that are not public shares or Representative Shares.
The following votes are required for each Proposal at the Meeting:

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

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

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

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

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

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

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

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

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

Adjournment Proposal: The Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which is the affirmative vote of a majority of the holders of Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
With respect to each Proposal except The Director Appointment Proposal in this joint proxy statement/consent solicitation statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.” With respect to the director nominees described in The Director Appointment Proposal, you may vote “FOR ALL” or “WITHHOLD ALL” or may withhold your vote with respect to particular nominee(s) named by you.
If a shareholder fails to return a proxy card and does not attend the Meeting in person or fails to instruct a broker or other nominee how to vote, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Meeting.
 
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Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.
Redemption Rights
Pursuant to the Current Charter, a Public Shareholder may request that Galileo redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Galileo’s transfer agent (the “Transfer Agent”), that Galileo redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
As noted above, holders of units must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If holders of units hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.
Public Shareholders may elect to redeem all or a portion of their Public Shares regardless whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, Galileo will redeem each such public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of August 31, 2021, this would have amounted to approximately $10.09 per Public Share.
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. The holder can request redemption of Public Shares by contacting the Transfer Agent, at the address or email address listed in this joint proxy statement/consent solicitation statement/prospectus. Galileo will be required to honor such request only if made prior to the deadline for exercising redemption requests. Any request to redeem Public Shares, once made, may not be withdrawn once submitted to Galileo unless the Galileo Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). See “Meeting — redemption rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Shareholders must properly exercise their right to redeem the Public Shares they hold no later than the close of the vote on the Business Combination Proposal and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on September 24, 2021 (two business days prior to the vote at the Meeting).
 
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Immediately following the consummation of the Business Combination, Galileo will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Shareholders that validly exercised their redemption rights.
Appraisal Rights
Shareholders of Galileo do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Galileo has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person (which would require presence at the virtual Meeting) if it revokes its proxy before the Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Meeting — Revoking Your Proxy.”
Interests of Galileo’s initial shareholders, Sponsor, Officers and Directors in the Business Combination
In considering the recommendation of Galileo’s Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, Galileo’s initial shareholders, directors and officers have interests in the Business Combination that are different from, or in addition to, those of Galileo’s other shareholders generally. Galileo’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Galileo’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

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

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

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

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

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

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

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

the fact that, in connection with the anticipated appointment of Alberto Recchi and Patrick S. Jones, two of Galileo’s directors, as directors of the Company after the consummation of the Business Combination, Messrs. Recchi and Jones in the future they will receive any cash fees, stock options or stock awards that the Board determines to pay to such directors.
At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Galileo or its securities, Galileo’s initial shareholders, Shapeways and/or their respective affiliates may purchase Public Shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such securities purchases and other transactions would be to increase the likelihood that the Proposals presented to shareholders for approval at the Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.
Entering into any such incentive arrangements may have a depressive effect on outstanding Galileo Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the
 
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persons described above would allow them to exert more influence over the approval of the Proposals to be presented at the Meeting and would likely increase the chances that such Proposals would be approved. As of the date of this joint proxy statement/consent solicitation statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Galileo will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposals to be voted on at the Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of Galileo’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Galileo and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the Proposals. See the sections entitled “Risk Factors”, “The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination and “Beneficial Ownership of Securities” for more information and other risks.
Certain Other Benefits in the Business Combination
In addition to the interests of Galileo’s initial shareholders, Sponsor, directors and officers in the Business Combination, Galileo shareholders should be aware that EBC, the underwriter for Galileo’s IPO, Stifel, Needham and Craig Hallum have financial interests in the Business Combination.

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

In addition, designees of EBC own 150,000 ordinary shares (the “Representative Shares”), issued to them for nominal consideration in connection with the IPO, and 548,000 Private Warrants, purchased by EBC at a price of $1.00 per Private Warrant. If Galileo consummates the Business Combination, the Representative Shares, and the shares that issuable pursuant to the Private Warrants, will have a significantly higher value at the time of the Business Combination. However, if Galileo does not consummate Business Combination or another business combination by October 22, 2021, and Galileo is therefore required to be liquidated, these securities may be worthless.

In connection with the Business Combination, on April 26, 2021, Galileo entered into capital markets advisory agreements (the “Capital Markets Advisor ELs”) with Needham and Craig Hallum with, pursuant to which a capital markets advisory fee (collectively, the “Capital Markets Advisory Fees”) will be payable to each of Needham and Craig Hallum at, and contingent upon, the Closing. The Capital Markets Advisory Fees, in aggregate, will constitute 25% of the EBC Transaction Fee pursuant to the Business Combination Marketing Agreement. Additionally, pursuant to the terms of the Capital Markets Advisor with Needham, at the Closing, Needham will be reimbursed for reasonable out-of-pocket costs and expenses not to exceed $10,000 (including fees and disbursements to legal counsel). Accordingly, Needham and Craig Hallum have an interest in Galileo completing the Business Combination because, if the Business Combination or another business combination, is not consummated, Needham and Craig Hallum will not receive the Capital Markets Advisory Fees and Needham will not be reimbursed for expenses pursuant to its Capital Markets Advisor EL with Galileo.

Pursuant to the Stifel Engagement Letter, a placement fee (the “Placement Fee”) equal to 4.0% of the gross proceeds to Galileo from the PIPE Investment, excluding proceeds from PIPE Investors that were Shapeways Stockholders as of the date they entered into Subscription Agreements and excluding proceeds from Stifel or any of its affiliates, will be payable to Stifel upon consummation of the PIPE Investment. Additionally, the Stifel Engagement Letter requires Galileo to reimburse Stifel for
 
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reasonable out-of-pocket expenses, not to exceed $25,000 in the aggregate, regardless of whether the PIPE Investment is consummated. Accordingly, Stifel has an interest in the Company completing the PIPE Investment and the Business Combination because, if the PIPE Investment is not consummated, Stifel will not receive the Placement Fee.
Recommendation of the Galileo Board
The Galileo Board believes that the Business Combination Proposal and the other Proposals to be presented at the Meeting are in the best interest of Galileo and recommends that Galileo’s shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each separate Organizational Documents Proposals, “FOR” the Share Escrow Amendment Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal “FOR” each of the director nominees set forth in the Director Appointment Proposal and, if presented at the Meeting, “FOR” the Adjournment Proposal.
Conditions to the Closing of the Business Combination
For a discussion of the conditions to the Closing of the Business Combination, please see “Proposal 2: The Business Combination Proposal — Conditions to Closing.”
United States Federal Income Tax Consequences
For a description of the material United States federal income tax considerations of an exercise of redemption rights, please see “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders That Elect to Have Their Ordinary Shares Converted for Cash.”
Anticipated Accounting Treatment
For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Anticipated Accounting Treatment.
Regulatory Matters
The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with Cayman Islands and Delaware necessary to effectuate the Domestication, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Galileo, and the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, including the requirement to file the registration statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part and to disseminate this joint proxy statement/consent solicitation statement/prospectus to Galileo’s shareholders.
Emerging Growth Company
Galileo is currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Galileo’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
 
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Galileo elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Galileo’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
Once Galileo loses its “emerging growth company” status, it will no longer be able to take advantage of certain exemptions from reporting, and it will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Galileo will incur additional expenses in connection with such compliance and Galileo’s management will need to devote additional time and effort to implement and comply with such requirements.
Additionally, Galileo is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
Summary Risk Factors
You should consider all the information contained in this joint proxy statement/consent solicitation statement/prospectus in deciding how to vote for the Proposals presented in this joint proxy statement/consent solicitation statement/prospectus. In particular, you should consider the risk factors described under the section entitled “Risk Factors”. Such risks include, but are not limited to, the following risks with respect to the Company subsequent to the Business Combination:
Risks Related to Shapeways’ Business, Brand, Products and Industry

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

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

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

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

If Shapeways’ new and existing solutions and software do not achieve sufficient market acceptance, its financial results and competitive position will decline.

Shapeways’ attempts to expand its business into new markets may not be successful.

Shapeways may be unable to consistently manufacture its customers’ designs to the necessary specifications or in quantities necessary to meet demand at an acceptable cost or meet expectations as to delivery, reliability, and cost.

Shapeways’ success depends on its ability to deliver services that meet the needs of its customers and to effectively respond to changes in its industry.

Failure to attract, integrate and retain additional personnel in the future could harm Shapeways’ business and negatively affect our ability to successfully grow our business.
SELECTED HISTORICAL FINANCIAL INFORMATION OF GALILEO
The following table sets forth selected historical financial information of Galileo for the periods and as of the dates indicated. The selected historical financial information of Galileo as of and for the years ended December 31, 2020 and 2019 was derived from the audited restated historical financial statements of Galileo included elsewhere in this proxy statement/consent solicitation statement/prospectus. The selected historical interim financial information of Galileo as of June 30, 2021 and for the six months ended June 30, 2021 and June 30, 2020 was derived from the unaudited interim financial statements of Galileo included elsewhere in
 
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this proxy statement/consent solicitation statement/prospectus. Such financial information should be read in conjunction with Galileo’s audited restated financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Galileo and Galileo’ financial statements and the related notes appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.
 
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For the Six
Months Ended
June 30,
For the Year
Ended
December 31,
2020
For the
Period from
July 30, 2019
(Inception)
Through
December 31, 2019
2021
2020
(restated)
Statement of Operations Data:
General and administrative costs
$ 1,586,799 $ 275,269 $ 795,613 $ 172,820
Loss from operations
(1,586,799) (275,269) (795,613) (172,820)
Interest earned on marketable securities held in Trust Account
30,338 676,375 744,021 414,479
Transaction costs allocable to warrant
liabilities
(4,078)
Change in fair value of convertible promissory note — related party
(850,000)
Change in fair value of warrant liabilities
(8,877,600) (411,000) (1,479,600) (616,500)
Net income (loss)
$ (11,284,061) $ (9,894) $ (1,531,192) $ (378,919)
Weighted average shares outstanding, basic and diluted
3,600,000 3,600,000 3,600,000 3,600,000
Basic and diluted net loss per common share
$ (3.14) $ (0.19) $ (0.63) $ (0.22)
Cash Flow Data:
Net cash used in operating activities
$ (383,414) $ (329,901) $ (587,232) $ (231,770)
Net cash used in investing activities
$ $ $ $ (138,000,000)
Net cash provided by financing activities
$ $ $ 500,000 $ 138,943,832
As of
June 30,
2021
As of
December 31,
2020
As of
December 31,
2019
(restated)
Balance Sheet Data:
Cash
$ 241,416 $ 624,830 $ 712,062
Prepaid expenses and other current assets
$ 64,794 $ 65,301 $ 129,666
Cash and marketable securities held in Trust Account
$ 139,188,838 $ 139,158,500 $ 138,414,479
Warrant liability
$ 12,330,000 $ 3,452,400 $ 1,972,800
Total liabilities
$ 15,092,610 $ 4,162,132 2,038,516
Ordinary shares subject to possible redemption
$ 138,000,000 $ 130,686,490 $ 132,217,690
Total shareholders’ equity
$ (13,597,562) $ 5,000,009 $ 5,000,001
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF SHAPEWAYS
The following table sets forth selected historical financial information of Shapeways for the periods and as of the dates indicated. The selected historical financial information of Shapeways as of and for the years ended December 31, 2020 and 2019 was derived from the audited historical financial statements of Shapeways included elsewhere in this proxy statement/consent solicitation statement/prospectus. The selected historical interim financial information of Shapeways as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 was derived from the unaudited interim financial statements of Shapeways included elsewhere in this proxy statement/consent solicitation statement/prospectus. Such financial information should be read in conjunction with Shapeways’ audited financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Shapeways” and Shapeways’ financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
For the Six
Months Ended June 30,
For the Year
Ended Decemberr 31,
(in thousands)
2021
2020
2020
2019
Statement of Operations Data:
Revenue, net
$ 17,638 $ 14,921 $ 31,775 $ 33,511
Cost of revenue
9,216 8,624 17,903 21,337
Gross profit
8,422 6,297 13,872 12,174
Operating expenses
Selling, general, and administrative expenses
6,147 5,614 10,752 13,062
Research and development
2,426 2,773 5,592 5,246
Depreciation and amortization expense
67 76 149 319
Total operating expenses
8,640 8,463 16,493 18,627
Loss from operations
$ (218) $ (2,166) $ (2,621) $ (6,453)
Net income (loss)
$ 1,573 $ (2,470) $ (3,168) $ (6,973)
Cash Flow Data:
Net cash used in operating activities
$ (1,464) $ (2,473) $ (1,593) $ (6,901)
Net cash used in investing activities
(143) (6) (104) (156)
Net cash (used in) provided by financing
activities
(827) 1,439 732 4,045
As of
June 30,
2021
As of
December 31,
2020
As of
December 31,
2019
Balance Sheet Data:
Cash and cash equivalents
$ 6,250 $ 8,564 $ 9,464
Total assets
16,196 16,742 15,955
Long-term debt
722 2,236 3,571
Total liabilities
16,011 18,589 15,524
Total stockholders’ equity (deficit)
185 (1,847) 431
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination (the “Transactions”). The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although Galileo will acquire all of the outstanding equity interests of Shapeways in the Business Combination, Galileo will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Shapeways issuing shares for the net assets of Galileo, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Shapeways. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Domestication. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2021 gives effect to the Transactions as if they had occurred on June 30, 2021. The summary unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 gives effect to the Transactions as if they had occurred on January 1, 2020.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this joint proxy statement/consent solicitation statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Galileo and Shapeways for the applicable periods included in this joint proxy statement/consent solicitation statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Galileo’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Galileo following the reverse recapitalization
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

Assuming Minimum Redemptions: This presentation assumes that no Public Shareholders of Galileo exercise redemption rights with respect to their Public Shares.

Assuming Maximum Redemptions: This presentation assumes that 11,340,931 Public Shares are redeemed for aggregate redemption payments of $114,430,000 assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to one hundred million dollars ($100,000,000). As all of Galileo’s initial shareholders waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. This scenario includes all adjustments contained in the “minimum redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.
 
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Pro Forma Combined
(in thousands, except share and per share amounts)
Assuming
Minimum
Redemptions
Assuming
Maximum
Redemptions
Summary Unaudited Pro Forma Condensed Combined Statement of Operations
Data For the Six Months Ended June 30, 2021
Net loss
$ (8,891) $ (8,891)
Net loss per share – basic and diluted
$ (0.16) $ (0.20)
Weighted average shares outstanding of common stock – basic and diluted
55,425,531 44,084,600
Summary Unaudited Pro Forma Condensed Combined Statement of Operations
Data For the Year Ended December 31, 2020
Net loss
$ (14,755) $ (14,755)
Net loss per share – basic and diluted
$ (0.27) $ (0.33)
Weighted average shares outstanding of common stock – basic and
diluted
55,425,531 44,084,600
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of June 30, 2021
Total assets
$ 207,377 $ 92,947
Total liabilities
$ 19,769 $ 19,769
Total stockholders’ equity
$ 187,608 $ 73,178
 
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COMPARATIVE PER SHARE INFORMATION
The following table sets forth summary historical comparative share information for Galileo and Shapeways and unaudited pro forma condensed combined per share information of Galileo after giving effect to the Transactions, presented under the two assumed redemption scenarios as follows:

Assuming Minimum Redemptions: This presentation assumes that no Public Shareholders of Galileo exercise redemption rights with respect to their Public Shares.

Assuming Maximum Redemptions: This presentation assumes that 11,340,931 Public Shares are redeemed for aggregate redemption payments of $114,430,000, assuming a $10.09 per share Redemption Price and based on funds in the Trust Account and working capital available to Galileo outside of the Trust Account as of June 30, 2021. The Merger Agreement includes a condition to the Closing, waivable by Shapeways, that, at the Closing, Galileo have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Galileo’s unpaid transaction expenses or liabilities, at least equal to one hundred million dollars ($100,000,000). As all of Galileo’s initial shareholders waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. This scenario includes all adjustments contained in the “minimum redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.
The selected unaudited pro forma condensed combined book value information as of June 30, 2021 gives pro forma effect to the Transactions and the other events as if consummated on June 30, 2021. The selected unaudited pro forma condensed combined net loss per share and weighted average shares outstanding information for the six months ended June 30, 2021 and the year ended December 31, 2020 gives pro forma effect to the Transactions and the other events related to the Business Combination, as if consummated on January 1, 2020, the beginning of the earliest period presented.
This information is only a summary and should be read in conjunction with the historical financial statements and accompanying notes of Galileo and Shapeways included elsewhere in this proxy statement/ prospectus. The unaudited pro forma condensed combined per share information of Galileo and Shapeways is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and accompanying notes included elsewhere in this proxy statement/consent solicitation statement/prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The unaudited pro forma condensed combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of Galileo and Shapeways would have been had the companies been combined during the periods presented.
Galileo is providing the following comparative per share information to assist you in your analysis of the financial aspects of the Transactions.
 
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Pro Forma Combined
Shapeways Equivalent Pro Forma
Per Share Data(3)
Galileo
(Historical)(2)
Shapeways
(Historical)
Assuming
Minimum
Redemption
Assuming
Maximum
Redemption
Assuming
Minimum
Redemption
Assuming
Maximum
Redemption
As of and For the Six Months Ended June 30, 2021
Book value per share(1)
$   (0.78)
$    0.01
$3.38
$1.66
$2.81
$1.38
Weighted average shares outstanding of redeemable ordinary / common shares
13,800,000
Net income per ordinary / common share, redeemable
$0.00
Weighted average shares outstanding of non-redeemable ordinary / common shares
3,600,000
21,655,829
55,425,531
44,084,600
Net income per ordinary / common share, non-redeemable
$   (3.14)
$    0.07
$   (0.16)
$   (0.20)
$   (0.13)
$   (0.17)
As of and For the Year Ended December 31, 2020
Book value per share(1)
$    0.29
$   (0.11)
N/A(4)
N/A(4)
N/A(4)
N/A(4)
Weighted average shares outstanding of redeemable ordinary / common shares
13,800,000
Net income per ordinary / common share, redeemable
$0.05
Weighted average shares outstanding of non-redeemable ordinary / common shares
3,600,000
25,403,048
55, 425,531
44,084,600
Net loss per ordinary / common share, non-redeemable
$   (0.63)
$   (0.12)
$   (0.27)
$   (0.33)
$   (0.22)
$   (0.28)
(1) Book value per share means total shareholders’ equity (deficit) divided by ordinary or common shares outstanding.
(2) Amounts as of and for the year ended December 31, 2020 based on historical, as restated.
(3) The equivalent per share data for Shapeways is calculated by multiplying the combined pro forma per share data by an assumed Conversion Ratio of 0.83 reflecting an assumed Redemption Price of $10.09 and a Per Share Price of $8.37.
(4) Pro forma balance sheet for the year ended December 31, 2020 not required and as such, no such calculation included in this table.
 
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TICKER SYMBOLS AND DIVIDEND INFORMATION
Galileo
Units, Ordinary Shares and Warrants
Galileo units commenced public trading on October 18, 2019, and Galileo Ordinary Shares and warrants commenced separate public trading on November 14, 2019. Galileo’s units, each consisting of one Ordinary Share and one warrant, will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will cease to exist as a separate security. Upon the Closing, Galileo intends to change its name from “Galileo Acquisition Corp.” to “Shapeways Holdings, Inc.” Galileo intends to apply to continue the listing of its Common Stock and warrants on NYSE under the symbols “SHPW” and “SHPW WS,” respectively, upon the Closing.
Holders
As of the close of business on the Record Date, there were 17,400,000 Ordinary Shares outstanding. As of August 2, 2021, there was one holder of record of Units, 16 holders of record of Ordinary Shares and three holders of record of Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Ordinary Shares and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
Galileo has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Company Board at such time.
Shapeways
There is no public market for shares of Shapeways equity securities.
 
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RISK FACTORS
You should carefully consider all the following risk factors, together with all of the other information in this joint proxy statement/consent solicitation statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Proposals described in this joint proxy statement/consent solicitation statement/prospectus.
The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Galileo and Shapeways.
Throughout this section, references to the “Company” refer to the Company and its consolidated subsidiaries as the context so requires.
Risks Related to the Business Combination
The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Merger Agreement. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 2: The Business Combination Proposal — Conditions to Closing.”
The Merger Agreement includes a Minimum Cash Condition as a Condition to the consummation of the Merger, which may make it more difficult for Galileo to complete the Business Combination as contemplated.
The Merger Agreement provides that Shapeways’ obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, Galileo have at least $100,000,000 in cash andcash equivalents, including funds remaining in the Trust Account (after giving effect to the completion andpayment of any redemptions) and the proceeds of any PIPE Investment, prior to paying any of Galileo’sexpenses and liabilities due at the Closing (the “Minimum Cash Condition”).
This condition is for the sole benefit of Shapeways. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. The Merger Agreement also contains a mutual condition that as of the Closing, Galileo shall have net tangible assets of at least $5,000,001.
There can be no assurance that Shapeways could and would waive the Minimum Cash Condition. Furthermore, as provided in the Cayman Constitutional Documents, in no event will Galileo redeem its public shares in an amount that would cause Galileo’s net tangible assets to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.
If such conditions are waived and the Business Combination is consummated with less than the Minimum Available Cash Amount in the Trust Account, the cash held by the Company (including Shapeways) in the aggregate, after the Closing may not be sufficient to allow Galileo to operate and pay Galileo’s bills as they become due. Furthermore, Galileo’s affiliates are not obligated to make loans to Galileo in the future (other than the Sponsor’s commitment to provide Galileo loans in order to finance transaction costs in connection with a business combination). The additional exercise of redemption rights with respect to a large number of Galileo’s public shareholders may make Galileo unable to take such actions as may be desirable in order to optimize the capital structure of the Company after consummation of the Business Combination and Galileo may not be able to raise additional financing from unaffiliated parties necessary to fund Galileo’s expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding Galileo’s ability to continue as a going concern at such time.
 
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The ability of Public Shareholders to exercise redemption rights with respect to Public Shares may prevent Galileo from completing the Business Combination or maximizing its capital structure.
Galileo does not know how many Public Shareholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on Galileo’s expectations (and those of other parties to the Merger Agreement) as to the amount of funds available in the Trust Account after giving effect to any redemptions of Public Shares.
It is a condition to Shapeways’ obligation to close the Business Combination, which may be waived by Shapeways, that, upon the Closing, Galileo have cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment, after giving effect to the payment of Galileo’s unpaid transaction expenses and liabilities, of an amount equal to at least $100,000,000. If too many Public Shareholders elect to redeem their shares or Shapeways does not waive the condition described in the preceding sentence as a condition to the Closing and a sufficient number of PIPE Investors default upon obligations pursuant to PIPE Subscription Agreements, the proceeds from the PIPE Investment alone may be insufficient to complete the Business Combination and additional third-party financing may not be available to Galileo. For information regarding the parameters of the minimum cash condition described in this paragraph, please see the sections of this joint proxy statement/ consent solicitation statement/prospectus entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement — Covenants of the Parties” and “Proposal 2: The Business Combination Proposal — The Merger Agreements — Conditions to Closing.”
There are risks to Galileo’s shareholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Company through the Business Combination rather than acquiring securities of Shapeways directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.
Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Galileo’s securities in connection therewith, investors will not receive the benefit of any outside independent review of Galileo’s and Shapeways’ respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, Galileo’s shareholders must rely on the information in this proxy statement/consent solicitation statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.
If Shapeways became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time . . . the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require the law firm for the issuer to include in its legal opinion to the underwriters a statement that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement (“Counsel Negative Assurance Statements”). Auditor comfort letters and Counsel Negative Assurance Statements are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as Galileo, and no auditor comfort letters or Counsel Negative Assurance Statements have been requested or obtained in connection with the Business Combination or the preparation of this proxy statement/consent solicitation statement/prospectus.
 
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In addition, the amount of due diligence conducted by Galileo and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of Shapeways. Accordingly, it is possible that defects in Shapeway’s business or problems with Shapeway’s management that would have been discovered if Shapeways conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Combined Company Common Stock.
Unlike an underwritten initial public offering, the initial trading of the Combined Company’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of the Combined Company’s securities on the NYSE could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for the Combined Company’s securities during the period immediately following the listing.
Furthermore, the Sponsor and certain of Galileo’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of our shareholders generally. Such interests may have influenced Galileo’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/consent solicitation statement/ prospectus. See “— Since the Sponsor and Galileo’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of Galileo’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with Shapeways is appropriate as Galileo’s initial business combination. Such interests include that the Sponsor will lose its entire investment in Galileo if the business combination is not completed.” and in “Proposal 2The Business Combination Proposal — Interests of Galileo’s Directors and Officers and Others in the Business Combination.” In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of the Combined Company’s common stock to materially decline.
Since the Sponsor and Galileo’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of Galileo’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with Shapeways is appropriate as Galileo’s initial business combination. Such interests include that the Sponsor will lose its entire investment in Galileo if the business combination is not completed.
When you consider the recommendation of the Galileo Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Galileo’s directors and officers have interests in such proposal that are different from, or in addition to, those of Galileo’s shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to Galileo’s IPO, the Sponsor purchased 3,450,000 Galileo ordinary shares for an aggregate purchase price of $25,000, or approximately $0.007 per share (after taking account of the subsequent Share Dividend). As a result of the significantly lower investment per share of the Sponsor as compared with the investment per share of Public Shareholders, a transaction which results in an increase in the value of the investment of the Sponsor may result in a decrease in the value of the investment of Public Shareholders. In addition, if Galileo does not consummate a business combination by October 22, 2021, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 3,450,000 Galileo ordinary shares owned by the Sponsor would be worthless because following the redemption of the Public Shares, Galileo would likely have few, if any, net assets and because the Sponsor and Galileo’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Galileo ordinary shares held by it or them, as applicable, if Galileo fails to complete a business combination within the required period. Additionally, in such event, the 3,562,000 private placement warrants purchased by the Sponsor
 
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simultaneously with the consummation of Galileo’s IPO for an aggregate purchase price of $3,562,000 and the Sponsor Warrants (if issued at Closing at the option of the Sponsor) will also expire worthless. Galileo’s directors and executive officers also have a direct or indirect economic interest in such private placement warrants and in the 3,450,000 Galileo Ordinary Shares owned by the Sponsor. Pursuant to the PIPE Investment, the Sponsor has agreed to surrender for cancellation 690,000 Galileo Ordinary Shares in connection with the PIPE Investment. The remaining 2,760,000 shares of the Combined Company’s common stock into which the 2,760,000 Galileo ordinary shares held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $27.7 million based upon the closing price of $10.04 per public share on the NYSE on August 31, 2021, the most recent practicable date prior to the date of this proxy statement/ consent solicitation statement/prospectus. However, given that such shares of Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/consent solicitation statement/prospectus, Galileo believes such shares have less value. The 3,562,000 Combined Company warrants into which the 3,562,000 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $3.7 million based upon the closing price of $1.05 per public warrant on the NYSE on August 31, 2021, the most recent practicable date prior to the date of this proxy statement/consent solicitation/prospectus. On August 31, 2021, the closing sale prices of Galileo’s units, Ordinary Shares, and warrants were $11.11, $10.04, and $1.05, respectively.

Albert Recchi, the Chief Financial Officer and a director of Galileo and Patrick S. Jones, a director of Galileo, are expected to be directors of the Combined Company after the consummation of the Business Combination. As such, in the future, each of Messrs. Recchi and Jones may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the Company’s board of directors determines to pay to its non-employee directors.

Galileo’s existing directors and officers will be eligible for continued indemnification and continued coverage under Galileo’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

In order to protect the amounts held in Galileo’s Trust Account, the Sponsor has agreed that it will be liable to Galileo if and to the extent any claims by a third party for services rendered or products sold to Galileo, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, less taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of Galileo’s initial public offering against certain liabilities, including liabilities under the Securities Act.

Galileo’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination. However, if Galileo fails to consummate a business combination by October 22, 2021, they will not have any claim against the Trust Account for reimbursement. Accordingly, Galileo may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by such date.
The existence of personal and financial interests of one or more of Galileo’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Galileo and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the Proposals. For additional information on the interests and relationships of Galileo’s Sponsor, initial shareholders, directors and officers in the Business Combination see the sections titled “Summary of the Joint Proxy Statement/Consent Solicitation Statement/Prospectus Interests of Galileo’s initial shareholders, Sponsor, Officers and Directors in the Business Combination,” “Proposal No. 2 — The Business Combination Proposal —Interests of Galileo’s Directors and Officers and Others in the
 
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Business Combination,” “Certain Other Benefits in the Business Combination,” “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities.”
The personal and financial interests of the Sponsor as well as Galileo’s directors and officers may have influenced their motivation in identifying and selecting Shapeways as a business combination target, completing an initial business combination with Shapeways and influencing the operation of the business following the initial business combination. In considering the recommendations of Shapeways’ board of directors to vote for the proposals, its shareholders should consider these interests.
Neither the Galileo Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.
Neither the Galileo Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that Galileo is paying for Shapeways is fairto Galileo from a financial point of view. Neither the Galileo Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the Galileo Board and management conducted due diligence on Shapeways and researched the industry in which Shapeways operates. The Galileo Board reviewed, among other things, financial due diligence materials prepared by professional advisors, financial and market data information on selected comparable companies, the implied purchase price multiple of Galileo and the financial terms set forth in the Merger Agreement, and concluded that the Business Combination was in the best interest of Galileo shareholders. Accordingly, investors will be relying solely on the judgment of the Galileo Board and management in valuing Shapeways, and the Galileo Board and management may not have properly valued Shapeways’ business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially adversely impact Galileo’s ability to consummate the Business Combination.
Subsequent to the consummation of the Business Combination, the Company may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause Galileo shareholders to lose some or all of your investment.
Although Galileo has conducted due diligence on Shapeways, Galileo cannot assure Public Shareholders that this diligence revealed all material issues that may be present in Shapeways’ businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Galileo’s or Shapeways’ control will not later arise. As a result, Galileo may be forced to later write-down or write-off assets, restructure Galileo’s operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Galileo’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Galileo’s liquidity, the fact that Galileo reports charges of this nature could contribute to negative market perceptions about Galileo or Galileo’s securities. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Galileo’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.
The Sponsor and EBC have entered into a letter agreement with Galileo to vote in favor of the Business Combination, regardless of how Galileo public shareholders vote.
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and EBC pursuant to the Sponsor Letter Agreement, have agreed, among other things, to vote in favor of all the proposals being presented at the Meeting, including the Business Combination Proposal and the transactions contemplated thereby (including the Merger). As of the date of this joint proxy statement/consent solicitation statement/prospectus, the Sponsor and EBC in the aggregate own approximately
 
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20.0% of the issued and outstanding ordinary shares (excluding the private placement shares underlying the Private Placement Warrants and the Sponsor Warrants). Accordingly, the Business Combination could be approved even if the majority of the votes cast by the Public Shareholders are against it.
The Sponsor Letter Agreement may be amended without shareholder approval.
The Sponsor Letter Agreement contains provisions relating to transfer restrictions of Galileo’s Sponsor Shares, the Representative Shares and other Galileo securities held by the Sponsor, indemnification of the Trust Account and waiver of redemption rights and participation in liquidation distributions from the Trust Account. The Sponsor Letter Agreement may be amended by the parties thereto, without shareholder approval. While Galileo does not expect the Galileo Board to approve any amendment to this agreement prior to the Business Combination, it may be possible that the Galileo Board, in exercising its business judgment and subject to its fiduciary duties and any restrictions under the Merger Agreement, chooses to approve one or more amendments to such agreement. Any such amendment may have an adverse effect on the value of an investment in Galileo’s securities or the likelihood that there will not be Public Share redemptions that could affect the ability to consummate the Business Combination.
The exercise of Galileo’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Galileo’s shareholders’ best interest.
In the period leading up to the Closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require Galileo to agree to amend the Merger Agreement, to consent to certain actions taken by Shapeways, or to waive rights that Galileo is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Galileo’s business, a request by Galileo to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have a material adverse effect on Shapeways’ business and would entitle Galileo to terminate the Merger Agreement. In any of such circumstances, it would be at Galileo’s discretion, acting through the Galileo Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for Galileo and Galileo’s shareholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/consent solicitation statement/prospectus, Galileo does not believe there will be any changes or waivers that Galileo’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Galileo will circulate a new or amended proxy statement/consent solicitation statement/prospectus and re-solicit Galileo’s shareholders if changes to the terms of the transaction that would have a material impact on Galileo’s shareholders are required prior to the vote on the Business Combination Proposal.
The Sponsor, Galileo’s directors, officers, advisors, and their affiliates may elect to purchase public shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of Galileo ordinary shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding Galileo or Galileo’s securities, the Sponsor or Galileo’s directors, officers, advisors or affiliates may purchase public shares from institutional and other investors, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of Galileo shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor and/or their directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Organizational Documents
 
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Proposals, the Share Escrow Amendment Proposal, the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Appointment Proposal, and the Adjournment Proposal are approved by the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Meeting, vote at the Meeting, (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Meeting, vote at the Meeting, (iii) the Minimum Available Cash Condition is met and/or otherwise limit the number of public shares electing to redeem, and (iv) Company’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Investment.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.
In addition, if such purchases are made, the public “float” of Galileo public shares and the number of beneficial holders of Galileo securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing, or trading of Galileo’s securities on a national securities exchange.
There can be no assurance that the shares of the Combined Company’s common stock that will be issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing, or that the Combined Company will be able to comply with the continued listing rules of the NYSE.
In connection with the Business Combination and as a condition to Shapeways’ obligations to complete the Business Combination, the Company will be required to demonstrate compliance with the NYSE’s initial listing requirements, which generally require, among other criteria, a per share price of at least $4.00 per share and a market capitalization of at least $150,000,000. In addition to the listing requirements for the Company’s common stock, the NYSE imposes listing standards on warrants. Galileo cannot assure you that the Company will be able to meet those initial listing requirements, in which case Shapeways will not be obligated to complete the Business Combination.
In order to continue the listing of its securities on the NYSE, Galileo prior to the Business Combination, and the Combined Company following the consummation of the Business Combination, must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed by the NYSE, distribution levels. Generally, a listed company must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (currently 300 public holders). Even if the Company’s common stock and warrants are approved for listing on the NYSE, the Company may not meet the NYSE continued listing requirements following the Business Combination.
If the NYSE delists the Company’s securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, the Company’s securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

a limited availability of market quotations for its securities;

reduced liquidity for its securities;

a determination that the Company’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities;

a decreased ability to issue additional securities or obtain additional financing in the future.
The continued eligibility for listing of Galileo’s securities may depend on, among other things, the number of Galileo’s shares that are redeemed.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”
 
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Because Galileo’s units and Galileo’s ordinary shares and warrants are listed on the NYSE, Galileo’s units, ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of Galileo’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Galileo is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Galileo was no longer listed on the NYSE, Galileo’s securities would not qualify as covered securities under the statute and Galileo would be subject to regulation in each state in which Galileo offers its securities.
If the Combined Company does not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the redeemable warrants, public holders will only be able to exercise such redeemable warrants on a “cashless basis” which would result in a fewer number of shares being issued to the holder had such holder exercised the redeemable warrants for cash.
Except as set forth below, if the Combined Company does not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis,” provided that an exemption from registration is available. As a result, the number of ordinary shares that a holder will receive upon exercise of its warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants is available. Under the terms of the warrant agreement, the Combined Company has agreed to use its best efforts to meet these conditions and to maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, the Combined Company cannot assure you that it will be able to do so. If the Combined Company is unable to do so, the potential “upside” of the holder’s investment in the Combined Company’s may be reduced or the warrants may expire worthless. Notwithstanding the foregoing, the private warrants may be exercisable for unregistered ordinary shares for cash even if the prospectus relating to the ordinary shares issuable upon exercise of the warrants is not current and effective.
Galileo’s shareholders will experience immediate dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Incentive Plan and the ESPP. Having a minority share position may reduce the influence that Galileo’s current stockholders have on the management of the Company.
It is anticipated that, following the Business Combination (assuming, among other things, that no public shareholders exercise their redemption rights with respect to their public shares, and subject to the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”) (1) Galileo’s public shareholders are expected to own approximately 23.7% of the outstanding Common Stock, (2) the Shapeways Stockholders (without taking into account any public shares held by the Shapeways Stockholders prior to the consummation of the Business Combination or purchased in the PIPE Investment or the exercise by Shapeways’ stockholders of appraisal rights) are expected to collectively own approximately 58.4% of the outstanding Common Stock, and (3) the Sponsor and other initial shareholders are expected to own approximately 5.0% of the outstanding Common Stock. Of the shares of Common Stock to be issued at the Closing, 3,396,284 shares (the “Earnout Shares”) will be deposited into escrow in accordance with the terms of the Escrow Agreement and will be subject to reduction or forfeiture during the Escrow Period in accordance with the terms of the Merger Agreement. Upon completion of the Merger, subject to the assumptions described above, excluding the Earnout Shares, Public Stockholders will own approximately 25.2% of the outstanding shares of the Combined Company, the Sponsor and initial shareholders will own approximately 5.3% of the outstanding shares of the Combined Company, the Shapeways Stockholders will own approximately 55.8% of the outstanding shares of the Combined Company and approximately 13.7% of the outstanding shares of the Combined Company will be held by the PIPE Investors.
 
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In addition, the Combined Company’s employees and consultants hold securities which, after the Closing will be securities convertible for Common Stock, and after Business Combination, are expected to be granted equity awards under the Incentive Plan and opportunities to purchase Common Stock under the ESPP. Galileo shareholders will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Common Stock and when additional shares of Common Stock are purchased under the ESPP.
A significant portion of Galileo’s total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Common Stock to drop significantly, even if the Combined Company’s business is doing well.
Pursuant to the terms of the Share Escrow Agreement (as amended by the Share Escrow Amendment, assuming that the Share Escrow Amendment Proposal is approved by Galileo’s shareholders), in the case of the Sponsor and EBC, and pursuant to the terms of the Lock-Up Agreements, in the case of the certain Shapeways Stockholders party thereof, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, EBC and the applicable Shapeways Stockholders will be contractually restricted from selling or transferring the securities that are the subject of the Share Escrow Agreement and the Lock-Up Agreements, respectively (the “Lock-Up Shares”). Such restrictions will end on the earlier of
(i)
the date that is 180 days after the Closing and
(ii)
the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of the its public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
However, following the expiration of such lockup period (the “Lock-Up Period”), the Sponsor, EBC and the applicable Shapeways Stockholders will not be restricted from selling the Lock-Up Shares held by them, other than by applicable securities laws and by any other applicable restrictions described in the Merger Agreement. Additionally, the PIPE Investors, subject to the registration of the shares of Common Stock to be issued to PIPE Investors at the Closing, and holders of Public Warrants, if they exercise such Warrants, will not be restricted from selling any of their shares of Common Stock following the Closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Common Stock. Upon completion of the Business Combination, assuming, among other things, that no Public Shares are redeemed at the Closing, and subject to the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” the Sponsor and the initial shareholders will own approximately 5.0% of the outstanding shares of the Combined Company and the Shapeways Stockholders will own approximately 58.4% of the outstanding shares of the Combined Company. In the event that 11,361,645 Public Shares (which is the maximum number of Public Shares which may be redeemed at the Closing as presented (and subject to the assumptions) in the “Assuming Maximum Redemption Scenario” described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”) are redeemed in connection with the Closing, these percentages would increase to 6.2% and 72.6%, respectively.
Subject to applicable securities laws, after the expiration of the Lock-Up Period, the shares held by the Sponsor, EBC and the Shapeways Stockholders party to the Lock-Up Agreements, respectively, may be sold. As such restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Company’s stock price and the market price of Common Stock could decline if the holders of shares that are currently restricted, or shares that will be restricted after the Closing during the Lock-Up Period, sell those shares or are perceived by the market as intending to sell them.
The historical financial results of Shapeways and unaudited pro forma financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus may not be indicative of what Shapeways’ actual financial position or results of operations would have been if it were a public company.
The historical financial results of Shapeways included in this joint proxy statement/consent solicitation statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have
 
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achieved as a public company during the periods presented or those the Combined Company will achieve in the future. The Combined Company’s financial condition and future results of operations could be materially different from amounts reflected in Shapeways’ historical financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, so it may be difficult for investors to compare the Combined Company’s future results to historical results or to evaluate its relative performance or trends in its business.
Similarly, the unaudited pro forma condensed combined financial information in this joint proxy statement/consent solicitation statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Galileo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. The unaudited pro forma financial information has been prepared based on a number