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To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

On June 22, 2023, Shapeways Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company's Certificate of Incorporation to effect a 1-for-8 (the “Final Ratio”) reverse stock split (the “Reverse Stock Split”) of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), which became effective as of 4:01 p.m. Eastern Time on June 22, 2023 (the “Effective Date”). The Common Stock is expected to begin trading on the New York Stock Exchange on a split-adjusted basis at the opening of trading on June 23, 2023. The Common Stock will continue to trade under the symbol “SHPW” under new CUSIP number 81947T 201.

As a result of the Reverse Stock Split, every eight shares of Common Stock issued and outstanding will be converted into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares of Common Stock not evenly divisible by the Final Ratio will automatically receive a cash payment equal to the value of such fractional share based on the closing price of the Common Stock as of the Effective Date.

The Reverse Stock Split will not reduce the number of authorized shares of Common Stock of 120,000,000, or change the par value of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of Common Stock (except to the extent that the Reverse Stock Split would result in any stockholders owning a fractional share).

All outstanding options, warrants, and restricted stock units entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security. Prior to the Reverse Stock Split, the Company had listed warrants to purchase a total of 18,410,000 shares of Common Stock, with each whole warrant being exercisable for one share of Common Stock at $11.50 per share. Warrants will be proportionately adjusted pursuant to the Final Ratio, such that every eight shares of Common Stock that may be purchased pursuant to the warrants immediately prior to the Reverse Stock Split will represent one share of Common Stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to such warrants immediately prior to the Reverse Stock Split will be proportionately increased, such that the warrant price immediately following the Reverse Stock Split will be $92, which equals the product of eight multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split. The number of shares of Common Stock subject to the warrants will be proportionately decreased by eight times, to an aggregate of 2,301,250 shares. The terms of the Company’s outstanding warrants do not permit issuance of fractional shares upon exercise of such warrants. Instead, the number of shares issuable shall be rounded up or down to the nearest whole number upon exercise of the warrants. The redemption trigger price of the warrants will also be correspondingly proportionately increased, such that the redemption trigger price immediately following the Reverse Stock Split will be $144, which equals the product of eight multiplied by $18.00, the redemption trigger price immediately prior to the Reverse Stock Split.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 22, 2023, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference herein.

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.