UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): ~~March~~May 287, 2024

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SHAPEWAYS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	001-39092 (Commission File Number)	87-2876494 (I.R.S. Employer Identification Number)

12163 Globe St. Livonia, MI		48150
(Address of principal executive offices)		(Zip Code)

(734) 422-6060
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SHPW	The Nasdaq Stock Market LLC
Common stock, par value $0.0001	SHPW	The NASDAQ Stock Market LLC
Warrants to purchase Common Stock	SHPWW	The ~~Nasdaq~~NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.~~02 Results~~01 ofOther ~~Operations~~Events ~~and Financial Condition.~~

OnAs ~~March 28,~~previously ~~2024~~disclosed, Shapeways Holdings, Inc. (the "“Company"”) ~~issued~~has been working with advisors while considering strategic alternatives, and is actively taking steps to sell a ~~press~~material ~~release~~portion ~~announcing~~of the Company’s ~~financial~~assets. ~~results~~In ~~for~~the course of market checks conducted by the ~~quarter~~Company’s advisors and ~~year~~preliminary ~~ended~~discussions ~~December~~with 31potential purchasers, ~~2023.~~the ACompany ~~copy~~has received indications of ~~this~~interest ~~press~~to ~~release~~acquire iseither ~~furnished~~its asmanufacturing ~~Exhibit~~business ~~99.1~~or ~~and~~software isbusiness, ~~incorporated~~but ~~herein~~not byboth ~~reference~~together.

~~The~~Based ~~information~~on inthat ~~this~~feedback, ~~Form~~the ~~8-K~~Shapeways ~~(including~~Board ~~Exhibit~~of ~~99.1~~Directors ~~attached~~formed ~~hereto)~~an isindependent ~~being~~Special ~~furnished~~Committee ~~and~~to ~~shall~~oversee ~~not~~the bedivestment ~~deemed~~or ~~“filed”~~liquidation ~~for purposes~~ of ~~Section 18 of~~ the ~~Securities~~software ~~Exchange~~business. ~~Act~~The ofSpecial ~~1934,~~Committee asengaged ~~amended~~outside ~~(the~~advisors ~~“Exchange~~and ~~Act”),~~pursued ora ~~otherwise~~competitive ~~subject~~process to ~~the~~sell ~~liabilities~~those ~~of that section~~assets, ~~nor~~which ~~shall~~resulted itin ~~be deemed incorporated by reference into any filing by~~ the Company, ~~under~~accepting ~~the~~a ~~Securities~~management-led ~~Act~~proposal ofto ~~1933,~~purchase ~~as amended, or~~ the ~~Exchange~~software ~~Act, except as expressly set forth by specific reference in such filing~~business.

As a result of that process, on May 7, 2024, the Company issued a press release announcing it had entered into an asset purchase agreement in connection with the sale of its software business to OTTO dms, Inc., an entity wholly-owned by Greg Kress and Greg Rothman, which is expected to close on or around May 20, 2024, subject to customary closing conditions. Mr. Kress is the Company’s chief executive officer, and Mr. Rothman is the executive of the Company’s software business unit. The transaction is limited to the sale of the Company’s OTTO and MFG assets, and does not affect its proprietary, internal-use software, “InShape,” which enables the Company to fully digitize the end-to-end manufacturing workflow and is used by its internal manufacturing locations and external supply chain partners.

Following the closing of the transaction, Mr. Kress will remain the full-time chief executive officer of Shapeways Holdings, Inc. and Mr. Rothman is expected to lead the newly independent, privately-held software business after the transaction closes. The transaction was approved by the Special Committee, Audit Committee, and Board of Directors.

The press release announcing the transaction is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The Company is continuing to pursue strategic alternatives for the core manufacturing business, and is engaged in ongoing discussions with potential acquirers. There can be no assurance that any of these discussions will result in any transaction.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press release issued by Shapeways Holdings, Inc. ondated ~~March~~May 287, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~SIGNATURE

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

	Shapeways Holdings Inc.
	Shapeways Holdings, Inc.
Dated: March 28, 2024	By:	/s/ Alberto Recchi
Dated: May 7, 2024	By:	/s/ Alberto Recchi
	Name:	Alberto Recchi
	Title:	Chief Financial Officer

Filing Compare · Shapeways Holdings, Inc.