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): ~~May~~June 2210, 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	SHPW	The NASDAQ Stock Market LLC
Warrants to purchase Common Stock	SHPWW	The 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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsOn ~~previously~~June ~~disclosed~~10, in2024, Shapeways Holdings, Inc. (the ~~Form~~“Company”), ~~12b-25~~together ~~Notification~~with certain of ~~Late~~its ~~Filing~~wholly-owned ~~filed~~subsidiaries by(together ~~Shapeways~~with ~~Holdings~~the Company, ~~Inc.~~collectively the “Borrowers”) entered into a secured promissory note (the “~~Company~~Note”) onwith ~~May~~3DP 15Custom Manufacture, ~~2024~~LLC as lender (“Lender”). The Note has a principal amount of $669,500 (inclusive of the ~~Company~~Commitment isFee, ~~delayed~~as indefined ~~filing~~below), ~~its~~a ~~Quarterly~~per ~~Report~~annum oninterest ~~Form~~rate ~~10-Q~~equal ~~for~~to the ~~quarter~~one-month ~~ended~~term ~~March~~secured 31overnight financing rate (such rate, ~~2024~~as determined by Lender in good faith and subject to a floor of 2%, “SOFR”) plus 6% (the “~~Form~~Initial ~~10-Q~~Rate”) ~~with~~and ~~the~~a Umaturity date of July 5, 2024.S. ~~Securities~~Principal and ~~Exchange~~accrued ~~Commission~~interest (are due in full on the ~~“SEC”)~~maturity date, which may be extended in increments of fourteen days at the sole discretion of Lender. The Borrowers may prepay all or any portion of the Note at any time without penalty.

OnUpon ~~May~~the ~~22,~~occurrence ~~2024,~~of ~~the~~an ~~Company~~event ~~received~~of adefault, ~~delinquency~~interest ~~notification~~shall ~~letter~~accrue (on the ~~“Notice”)~~Note ~~from~~at ~~the~~a ~~Listing~~per ~~Qualifications~~annum ~~Department~~interest rate of ~~The~~SOFR ~~Nasdaq~~plus ~~Stock~~10% ~~Market LLC~~ (the “~~Nasdaq~~Default Rate”). ~~notifying~~Events ~~the~~of ~~Company~~default ~~that~~include, ~~due~~among toother ~~the~~things, ~~delay~~failure into ~~filing~~pay ~~the~~principal ~~Form~~or ~~10-Q,~~interest ~~the~~when ~~Company~~due isand ~~not~~insolvency inevents. ~~compliance~~Interest ~~with~~due ~~Nasdaq~~on ~~Listing Rule 5250(c)(1) (~~the ~~“Rule”),~~Note ~~which~~shall ~~requires~~be ~~listed~~retroactively ~~companies~~increased tofrom ~~timely~~the ~~file~~Initial ~~all~~Rate ~~periodic~~to ~~financial reports with~~ the ~~SEC.~~Default ~~The~~Rate ~~Notice~~upon ~~has~~an noinsolvency ~~immediate~~event. ~~effect~~Interest accrued on the ~~listing~~Note oris ~~trading~~capitalized ofand ~~the~~paid-in-kind ~~Company’s~~on ~~common~~a ~~stock~~weekly ~~or publicly traded warrants~~basis.

The ~~Notice~~Borrowers ~~provides~~agreed ~~that the Company has until July 22, 2024~~ to ~~submit~~pay tothe ~~Nasdaq~~Lender aan ~~plan~~upfront tofee ~~regain compliance with~~ (the ~~Rule.~~“Commitment IfFee”) ~~Nasdaq~~of ~~accepts the plan~~$19,500, ~~Nasdaq~~which ~~may~~was ~~grant~~automatically ~~the~~capitalized ~~Company~~as an ~~exception~~equivalent ofprincipal upamount ~~to 180 calendar days from the due date~~ of the ~~Form 10-Q, or until November 18, 2024, to regain compliance~~Note. The ~~Company~~Commitment ~~may~~Fee ~~be able to regain compliance with the Rule by filing the Form 10-Q with the SEC~~ (~~and~~including any ~~other~~interest ~~reports~~paid ~~required~~in torespect ~~be filed~~therewith) ~~before~~shall the end of any such exception period. If the Company fails to regain compliance prior to the expiration of any such exception period or if Nasdaq does not accept the plan of compliance, Nasdaq will issue a determination indicating that the Company is subject to delisting. If that occurs, the Company may request a hearing before a Nasdaq Hearing Panel to review the determination. However, there can be noforgiven assurance that Nasdaq will accept such plan or grant an exception period, that any hearing would be successful, or that the Company will be able to regain compliance within the deadline or any exception period that may be granted or maintain compliance with the other continued listing standards set forth in ~~the~~certain ~~Nasdaq Listing Rules~~circumstances.

~~Item~~The 7proceeds of the Note may only be used to fund payroll obligations of the Borrowers.01 ~~Regulation~~Under FDthe ~~Disclosure~~terms of the Note, the Borrowers may not make payments to certain junior creditors, and may not increase the base compensation or bonus opportunity of any employee without Lender consent. The Note is secured by all assets of the Borrowers, subject to limited exceptions for existing security interests.

OnThe ~~May~~Note ~~24,~~is ~~2024,~~filed ~~the~~as ~~Company~~Exhibit ~~issued~~10.1 ato ~~press~~this ~~release~~Current ~~announcing~~Report ~~the~~on ~~Company’s~~Form ~~receipt~~8-K. The foregoing description of the ~~Notice.~~Note Adoes ~~copy~~not ofpurport ~~the~~to ~~press~~be ~~release~~complete and is ~~furnished~~qualified asin ~~Exhibit~~its ~~99.1~~entirety toby ~~this~~reference ~~Current~~to ~~Report~~such ~~on Form 8-K~~exhibit.

~~The information furnished under this~~ Item 72.~~01, including Exhibit 99~~03.1, ~~shall~~Creation ~~not be deemed “filed” for purposes~~ of ~~Section~~a 18Direct ofFinancial ~~the~~Obligation ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~an ~~subject~~Obligation ~~to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet ofArrangement ~~1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless~~ of ~~any~~a ~~general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing~~Registrant.

~~Forward-Looking~~The ~~Statements~~information disclosed in Item 1.01 is incorporated herein by reference.

Certain statements included in this Current Report on Form 8-K are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding the Company's SEC filings and the timing thereof; the potential submission of a plan to Nasdaq and the potential for Nasdaq to accept such plan or grant the Company an exception period; the success of any hearing process, and the Company’s ability to regain compliance with the Nasdaq continued listing standards, are forward-looking statements. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the delayed Form 10-Q and any other SEC reports; and those factors discussed under the heading "Risk Factors" in Shapeways’ most recent Form 10-K, most recent Form 10-Q, and other documents the Company has filed, or will file, with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know, or that the Company currently believes are immaterial, that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect the Company's expectations, plans, or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent

events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's assessments of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon forward-looking statements.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press release issued by Shapeways Holdings, Inc. dated May 24, 2024
10.1+						Secured Promissory Note
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Company treats as private or confidential. The Company hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.

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.
Dated: May 24, 2024	By:	/s/ Alberto Recchi
Dated: June 14, 2024	By:	/s/ Alberto Recchi
	Name:	Alberto Recchi
	Title:	Chief Financial Officer

Filing Compare · Shapeways Holdings, Inc.