UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Shapeways Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
81947T102
(CUSIP Number)
September 29, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Index Ventures V (Jersey) L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
5,307,737 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
4,776,964 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,307,737 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Index Ventures V (Jersey) L.P. (“Index V”) directly owns 5,307,737 shares of the Issuer’s common stock, par value $0.0001 per share (“Common Stock”), which includes 530,773 Earnout Shares (as defined below) with respect to which Index V has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 48,296,484 shares of common stock outstanding as of September 29, 2021, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2021. |
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
42,994 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
38,695 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,994 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. (“Index V Parallel”) directly owns 42,994 shares of Common Stock, which includes 4,299 Earnout Shares (as defined below) with respect to which Index V Parallel has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 48,296,484 shares of common stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2021. |
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Yucca (Jersey) SLP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
67,728 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
60,956 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,728 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Yucca (Jersey) SLP (“Yucca”) directly owns 67,728 shares of Common Stock, which includes 6,772 Earnout Shares (as defined below) with respect to which Yucca has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 48,296,484 shares of common stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2021. |
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 5 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Index Venture Associates V Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
5,418,459 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
4,876,615 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,418,459 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Index Venture Associates V Limited (“IVA V”) may be deemed to beneficially own the 5,418,459 shares of Common Stock held directly by Index V, Index V Parallel and Yucca, which includes an aggregate of 541,844 Earnout Shares (as defined below) with respect to which IVA V has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 48,296,484 shares of common stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2021. |
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 6 of 9 Pages |
| Item 1. | Issuer | |||||||||
| (a) | Name of Issuer: | |||||||||
| Shapeways Holdings, Inc. (the “Issuer”) | ||||||||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||||||
| 30-02 48th Avenue Long Island City, NY 11101 |
||||||||||
| Item 2. | Filing Person | |||||||||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||||||||
| (i) | Index Ventures V (Jersey) L.P., a Jersey, Channel Islands partnership (“Index V”). | |||||||||
| (ii) | Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., a Jersey, Channel Islands partnership (“Index V Parallel” and, together with Index V, the “Index V Funds”). | |||||||||
| (iii) | Yucca (Jersey) SLP, a Jersey, Channel Islands separate partnership (“Yucca”). | |||||||||
| (iv) | Index Venture Associates V Limited, a Jersey, Channel Islands corporation (“IVA V”), the general partner of the Index V Funds. | |||||||||
| The address of the principal business office of each of the reporting persons is 44 Esplanade, St. Helier, Jersey, Channel Islands JE1 3FG. | ||||||||||
| (d) | Title of Class of Securities: | |||||||||
| Common Stock, $0.0001 par value per share | ||||||||||
| (e) | CUSIP Number:
81947T102 | |||||||||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||||||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||||||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||||||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||||||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||||||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||||
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 7 of 9 Pages |
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||||||||
| Item 4. | Ownership. | |||||||||||
| (a) and (b) | Amount beneficially owned: | |||||||||||
| (i) | Index V directly owns 5,307,737 shares of Common Stock, which represents approximately 11.0% of the outstanding Common Stock. | |||||||||||
| (ii) | Index V Parallel directly owns 42,994 shares of Common Stock, which represents approximately 0.1% of the outstanding Common Stock. | |||||||||||
| (iii) | Yucca directly owns 67,728 shares of Common Stock, which represents approximately 0.1% of the outstanding Common Stock. Yucca administers the co-investment vehicle that is contractually required to mirror the Index V Funds’ investments. As a result, IVA V may be deemed to have dispositive and voting power over Yucca’s shares by virtue of its dispositive power over and voting power over the shares owned by the Index V Funds. | |||||||||||
| (iv) | IVA V may be deemed to beneficially own the 5,418,459 shares of Common Stock owned by the Index V Funds and Yucca, which represents approximately 11.2% of the outstanding Common Stock. | |||||||||||
| (c) | Number of shares as to which such person has: | |||||||||||
| Number of Shares of Common Stock | ||||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||||
| Index V |
5,307,737 | 0 | 4,776,964 | 0 | ||||||||||||||
| Index V Parallel |
42,994 | 38,695 | ||||||||||||||||
| Yucca |
67,728 | 60,956 | ||||||||||||||||
| IVA V |
5,418,459 | 4,876,615 | ||||||||||||||||
| (i) | Sole power to vote or direct the vote | |||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||||
| The shares of Common Stock reported herein include an aggregate of 541,844 shares of Common Stock (the “Earnout Shares”) which are held in an escrow account and are subject to vesting and forfeiture conditions. The Earnout Shares will no longer be subject to forfeiture upon the satisfaction of certain share price vesting conditions (the “Earnout Conditions”) as follows: (i) if, at any time prior to September 29, 2024 (the “Earnout Period”) the volume-weighted average price (“VWAP”) of the Issuer’s Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time during the Earnout Period, the VWAP of the Issuer’s Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest. If the Earnout Conditions are not met during the Earnout Period, then the applicable Earnout Shares shall be automatically forfeited.
The percent of class was calculated based on 48,296,484 shares of Common Stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2021. | ||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | ||||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 8 of 9 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||||
| Not applicable. | ||||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||||
| Not applicable. | ||||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||||
| Not applicable. | ||||||||||||
| Item 10. | Certification. | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 81947T102 | SCHEDULE 13G | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 8, 2021
| INDEX VENTURES V (JERSEY) L.P. | ||||
| By: | /s/ Luke Aubert | |||
| Name: | Luke Aubert | |||
| Title: | Director | |||
| INDEX VENTURES V PARALLEL ENTREPRENEUR FUND (JERSEY) L.P. | ||||
| By: | /s/ Luke Aubert | |||
| Name: | Luke Aubert | |||
| Title: | Director | |||
| YUCCA (JERSEY) SLP | ||||
| By: | Intertrust Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme | |||
| By: | /s/ Luke Aubert | |||
| Name: | Luke Aubert | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Lucy Miller | |||
| Name: | Lucy Miller | |||
| Title: | Authorized Signatory | |||
| INDEX VENTURE ASSOCIATES V LIMITED | ||||
| By: | /s/ Luke Aubert | |||
| Name: | Luke Aubert | |||
| Title: | Director | |||