(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DMY TECHNOLOGY GROUP,
Delaware | 84-2992192 | |||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification | ||
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(702) 781-4313
Not Applicable
(Former name or former address, if changed since last report)
code, of registrant’s principal executive offices)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $0.0001 per share | IONQ | The New York Stock Exchange | ||
Warrants, each | IONQ WS | The New York Stock Exchange |
☐ | Large accelerated filer | ☐ | Accelerated filer | |||||
☒ | Non-accelerated filer | ☒ | Smaller reporting company | |||||
☒ | Emerging growth company |
☒
Quarterly Report on Form III)
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Item 1. | Financial Statements | 3 | ||||||||
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||||
Item 4. | Controls and Procedures | |||||||||
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Item 1. | Legal Proceedings | |||||||||
Item 1A. | Risk Factors | |||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||||
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Item 6. | Exhibits | |||||||||
UNAUDITED CONDENSED BALANCE SHEET
SEPTEMBER 30, 2020
Assets: | ||||
Current assets: | ||||
Cash | $ | 25,000 | ||
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Total current assets | 25,000 | |||
Deferred offering costs associated with initial public offering | 276,720 | |||
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Total Assets | $ | 301,720 | ||
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Liabilities and Stockholder’s Equity: | ||||
Current liabilities: | ||||
Accounts payable | $ | 32,720 | ||
Accrued expenses | 245,000 | |||
Franchise tax payable | 8,817 | |||
Note payable and advance from related parties | 297 | |||
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Total current liabilities | 286,834 | |||
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Total liabilities | 286,834 | |||
Commitments and Contingencies | ||||
Stockholder’s Equity: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; none issued and outstanding | — | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding (1) | 791 | |||
Share subscription receivable | — | |||
Additional paid-in capital | 24,209 | |||
Accumulated deficit | (10,114 | ) | ||
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Total stockholder’s equity | 14,886 | |||
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Total Liabilities and Stockholder’s Equity | $ | 301,720 | ||
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TheIII)
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 587,294 | $ | 36,120 | ||||
Accounts receivable ($4,000 | 4,082 | 390 | ||||||
Prepaid expenses and other current assets ($520 and $1,013 attributable to related parties) | 6,478 | 2,069 | ||||||
Total current assets | 597,854 | 38,579 | ||||||
Property and equipment, net | 16,729 | 11,988 | ||||||
Operating lease right-of-use | 4,098 | 4,296 | ||||||
Intangible assets, net | 5,521 | 2,687 | ||||||
Other noncurrent assets ($1,975 and $2,365 attributable to related parties) | 2,357 | 2,928 | ||||||
Total Assets | $ | 626,559 | $ | 60,478 | ||||
Liabilities, Convertible Redeemable Preferred Stock and Warrants, and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable ($15 and $5 attributable to related parties) | $ | 1,967 | $ | 538 | ||||
Accrued expenses | 3,483 | 608 | ||||||
Current portion of operating lease liabilities ($564 and $495 attributable to related parties) | 564 | 495 | ||||||
Unearned revenue ($3,836 | 3,909 | 240 | ||||||
Current portion of stock option early exercise liabilities | 1,153 | 0— | ||||||
Total current liabilities | 11,076 | 1,881 | ||||||
Operating lease liabilities, net of current portion ($3,681 and $3,776 attributable to related parties) | 3,681 | 3,776 | ||||||
Unearned revenue, net of current portion | 1,533 | 1,118 | ||||||
Stock option early exercise liabilities, net of current portion | 2,252 | 0— | ||||||
Warrant liabilities | 50,350 | — | ||||||
Total liabilities | $ | 68,892 | $ | 6,775 | ||||
Commitments and Contingencies | 0 | 0 | ||||||
Convertible Redeemable Preferred Stock and Warrants: | ||||||||
Series A convertible redeemable preferred stock , $0.0001 par value per share; 2,000,000 shares authorized; aftergiving effect to the recapitalization there is 0 convertible redeemable preferred stock issued or outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 | ||||||
Series B convertible redeemable preferred stock , $0.0001 par value per share; 9,753,798 shares authorized; aftergiving effect to the recapitalization there is 0 convertible redeemable preferred stock issued or outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 | ||||||
Series B-1 convertible redeemable preferred stock, $0.0001 par value per share; 13,217,404 shares authorized; aftergiving effect to the | 0 | 0 | ||||||
Warrants for Series B-1 convertible redeemable preferred stock; after giving effect to the recapitalization there are 0 warrants for convertible redeemable preferred stock issued or outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 | ||||||
Stockholders’ Equity: | ||||||||
Common stock $0.0001 par value per share ; 1,000,000,000 shares authorized; 190,197,253 and 118,146,795 shares issued and outstandingat September 30, 2021 and December 31, 2020, respectively | 10 | 3 | ||||||
Additional paid-in capital | 629,364 | 93,305 | ||||||
Accumulated deficit | (71,707 | ) | (39,605 | ) | ||||
Total stockholders’ equity | 557,667 | 53,703 | ||||||
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders’ Equity | $ | 626,559 | $ | 60,478 | ||||
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 14, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
General and administrative expenses | $ | 1,297 | ||
Franchise tax expenses | 8,817 | |||
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Net loss | $ | (10,114) | ||
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Weighted average shares outstanding, basic and diluted (1) | 7,500,000 | |||
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Basic and diluted net loss per share | $ | (0.00) | ||
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TheIII)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenue | $ | 233 | $ | — | $ | 451 | $ | — | ||||||||
Costs and expenses: | ||||||||||||||||
Cost of revenue (excluding depreciation and amortization) | 234 | 57 | 742 | 57 | ||||||||||||
Research and development | 6,180 | 2,339 | 15,311 | 7,643 | ||||||||||||
Sales and marketing | 1,286 | 81 | 2,384 | 263 | ||||||||||||
General and administrative | 2,461 | 727 | 8,321 | 1,840 | ||||||||||||
Depreciation and amortization | 596 | 372 | 1,543 | 995 | ||||||||||||
Total operating costs and expenses | 10,757 | 3,576 | 28,301 | 10,798 | ||||||||||||
Loss from operations | (10,524 | ) | (3,576 | ) | (27,850 | ) | (10,798 | ) | ||||||||
Offering costs associated with warrants | (4,259 | ) | — | (4,259 | ) | — | ||||||||||
Other income | 2 | 11 | 7 | 305 | ||||||||||||
Loss before benefit for income taxes | (14,781 | ) | (3,565 | ) | (32,102 | ) | (10,493 | ) | ||||||||
Benefit for income taxes | 0 | 0 | 0 | 0 | ||||||||||||
Net loss and comprehensive loss | $ | (14,781 | ) | $ | (3,565 | ) | $ | (32,102 | ) | $ | (10,493 | ) | ||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (0.12 | ) | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.09 | ) | ||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted | 120,605,457 | 115,369,517 | 119,535,167 | 114,597,135 | ||||||||||||
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE PERIOD FROM SEPTEMBER 14, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Common Stock | Total | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In | Accumulated | Stockholder’s | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance—September 14, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor (1) | — | — | 7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||||||||
Net loss (unaudited) | — | — | — | — | — | (10,114 | ) | (10,114 | ) | |||||||||||||||||||
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Balance—September 30, 2020 (unaudited) | — | $ | — | 7,906,250 | $ | 791 | $ | 24,209 | $ | (10,114 | ) | $ | 14,886 | |||||||||||||||
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TheIII)
Convertible Redeemable Preferred Stock | Stockholder s ’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series B-1 | Warrants | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholder s’ Equity | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2020 | 2,000,000 | $ | 1,925 | 9,753,798 | $ | 21,111 | 11,166,941 | $ | 61,867 | $ | 0 | 5,527,749 | 1 | 3,821 | (31,109 | ) | (27,287 | ) | ||||||||||||||||||||||||||||||
Retroactive application of recapitalization | (2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | 0 | 109,644,604 | 2 | 84,901 | — | 84,903 | ||||||||||||||||||||||||||||||
Adjusted balance, beginning of period | — | — | — | — | — | — | — | 115,172,353 | 3 | 88,722 | (31,109 | ) | 57,616 | |||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | (3,565 | ) | (3,565 | ) | ||||||||||||||||||||||||||||||||||
Vesting of warrant issued to a customer | — | — | — | — | — | — | — | — | — | 566 | — | 566 | ||||||||||||||||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | — | — | 16,513 | — | 3 | — | 3 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock | — | — | — | — | — | — | — | 253,028 | — | 24 | — | 24 | ||||||||||||||||||||||||||||||||||||
Stock- based compensation | — | — | — | — | — | — | — | — | — | 227 | — | 227 | ||||||||||||||||||||||||||||||||||||
Balance, September 30, 2020 | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | 115,441,894 | 3 | 89,542 | (34,674 | ) | 54,871 | |||||||||||||||||||||||||||||||
Convertible Redeemable Preferred Stock | Stockholder s’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series B-1 | Warrants | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholder s’ Equity | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2021 | 2,000,000 | $ | 1,925 | 9,753,798 | $ | 21,111 | 11,166,941 | $ | 61,867 | $ | 566 | 6,635,988 | $ | 1 | $ | 14,865 | $ | (56,926 | ) | $ | (42,060 | ) | ||||||||||||||||||||||||||
Retroactive application of recapitalization | (2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | (566 | ) | 113,023,018 | 2 | 85,467 | 85,469 | ||||||||||||||||||||||||||||||
Adjusted balance, beginning of period | — | — | — | — | — | — | — | 119,659,006 | 3 | 100,332 | (56,926 | ) | 43,409 | |||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | (14,781 | ) | (14,781 | ) | ||||||||||||||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | — | — | 69,458 | 0 | 33 | — | 33 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock | — | — | — | — | — | — | — | 166,112 | — | 380 | — | 380 | ||||||||||||||||||||||||||||||||||||
Merger and PIPE transaction, net of transaction costs | — | — | — | — | — | — | — | 70,302,677 | 7 | 526,498 | — | 526,505 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | 2,121 | — | 2,121 | ||||||||||||||||||||||||||||||||||||
Balance, September 30, 2021 | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | 190,197,253 | $ | 10 | $ | 629,364 | $ | (71,707 | ) | $ | 557,667 | |||||||||||||||||||||||||||
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 14, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Cash Flows from Operating Activities: | ||||
Net loss | $ | (10,114) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party under note payable | 297 | |||
Changes in operating assets and liabilities: | ||||
Accounts payable | — | |||
Franchise tax payable | 8,817 | |||
Accrued Expenses | 1,000 | |||
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Net cash used in operating activities | — | |||
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Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
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Net cash provided by financing activities | 25,000 | |||
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Net increase in cash | 25,000 | |||
Cash – beginning of the period | — | |||
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Cash – end of the period | $ | 25,000 | ||
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Supplemental disclosure of noncash activities: | ||||
Deferred offering costs included in accounts payable | $ | 32,720 | ||
Deferred offering costs included in accrued expenses | $ | 244,000 |
TheIII)
Convertible Redeemable Preferred Stock | Stockholder s ’ | |||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series B-1 | Warrants | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholder s’ Equity | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2019 | 2,000,000 | $ | 1,925 | 9,753,798 | $ | 21,111 | 11,166,941 | $ | 61,867 | $ | — | 5,098,562 | 1 | 3,263 | (24,181 | ) | (20,917 | ) | ||||||||||||||||||||||||||||||
Retroactive application of recapitalization | (2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | — | 108,336,247 | 2 | 84,901 | — | 84,903 | ||||||||||||||||||||||||||||||
Adjusted balance, beginning of period | — | — | — | — | — | — | — | 113,434,809 | 3 | 88,164 | (24,181 | ) | 63,986 | |||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | (10,493 | ) | (10,493 | ) | ||||||||||||||||||||||||||||||||||
Vesting of warrant issued to a customer | — | — | — | — | — | — | — | — | — | 566 | — | 566 | ||||||||||||||||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | — | — | 235,887 | 0 | 30 | — | 30 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock | — | — | — | — | — | — | — | 1,771,198 | — | 170 | — | 170 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | 612 | — | 612 | ||||||||||||||||||||||||||||||||||||
Balance, September 30, 2020 | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | $ | — | 115,441,894 | 3 | 89,542 | (34,674 | ) | 54,871 | |||||||||||||||||||||||||||||||
Convertible Redeemable Preferred Stock | Stockholder s’ | |||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series B-1 | Warrants | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholder s’ Equity | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance, December 3 1 , 2020 | 2,000,000 | $ | 1,925 | 9,753,798 | $ | 21,111 | 11,166,941 | $ | 61,867 | $ | 566 | 6,262,460 | $ | 1 | $ | 7,838 | $ | (39,605 | ) | $ | (31,766 | ) | ||||||||||||||||||||||||||
Retroactive application of recapitalization | (2,000,000 | ) | (1,925 | ) | (9,753,798 | ) | (21,111 | ) | (11,166,941 | ) | (61,867 | ) | (566 | ) | 111,884,335 | 2 | 85,467 | 85,469 | ||||||||||||||||||||||||||||||
Adjusted balance, beginning of period | — | — | — | — | — | — | — | 118,146,795 | 3 | 93,305 | (39,605 | ) | 53,703 | |||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | (32,102 | ) | (32,102 | ) | ||||||||||||||||||||||||||||||||||
Equity instruments issued in consideration for intellectual property and research and development arrangements | — | — | — | — | — | — | — | 385,797 | — | 2,381 | — | 2,381 | ||||||||||||||||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | — | — | 974,013 | — | 256 | — | 256 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted common stock | — | — | — | — | — | — | — | 387,971 | — | 796 | — | 796 | ||||||||||||||||||||||||||||||||||||
Merger and PIPE transaction, net of transaction costs | — | — | — | — | — | — | — | 70,302,677 | 7 | 526,498 | — | 526,505 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | 6,128 | — | 6,128 | ||||||||||||||||||||||||||||||||||||
Balance, September 30, 2021 | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | 190,197,253 | $ | 10 | $ | 629,364 | $ | (71,707 | ) | $ | 557,667 | |||||||||||||||||||||||||||
III)
Nine Months Ended September 30, | ||||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (32,102 | ) | $ | (10,493 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 1,543 | 995 | ||||||
Non-cash research and development arrangements | 1,205 | — | ||||||
Amortization of customer warrant | 219 | 18 | ||||||
Offering costs associated with warrants | 4,259 | — | ||||||
Stock-based compensation | 5,929 | 681 | ||||||
Non-cash operating lease expense | 184 | 46 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (3,691 | ) | (293 | ) | ||||
Prepaid expenses and other current assets | (3,950 | ) | (428 | ) | ||||
Other noncurrent assets | (39 | ) | 3 | |||||
Accounts payable | (1,191 | ) | 178 | |||||
Accrued expenses | 1,714 | 214 | ||||||
Operating lease liabilities | (15 | ) | 14 | |||||
Unearned revenue | 4,084 | 743 | ||||||
Net cash used in operating activities | (21,851 | ) | (8,322 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (5,300 | ) | (8,031 | ) | ||||
Capitalized software development costs | (1,205 | ) | (775 | ) | ||||
Intangible asset acquisition costs | (414 | ) | (286 | ) | ||||
Proceeds from disposal of assets | 5 | 1 | ||||||
Net cash used in investing activities | (6,914 | ) | (9,091 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from stock options exercised | 5,424 | 29 | ||||||
Repurchase of early exercised stock options | (968 | ) | — | |||||
Proceeds from merger and PIPE transaction, net of transaction costs | 575,483 | — | ||||||
Net cash provided by financing activities | 579,939 | 29 | ||||||
Net change in cash and cash equivalents | 551,174 | (17,384 | ) | |||||
Cash and cash equivalents at the beginning of the period | 36,120 | 59,527 | ||||||
Cash and cash equivalents at the end of the period | $ | 587,294 | $ | 42,143 | ||||
Supplemental disclosures of non-cash investing and financing transactions: | ||||||||
Issuance of common stock for intellectual property | $ | 1,567 | $ | — | ||||
Issuance of common stock for research and development arrangement | $ | 814 | $ | — | ||||
Property and equipment purchases in accounts payable and accrued expenses | $ | 309 | $ | 320 | ||||
Intangible asset purchases in accounts payable and accrued expenses | $ | 129 | $ | 75 | ||||
Transaction costs in accounts payable and accrued expenses | $ | 2,620 | — | |||||
Vesting of warrants | $ | — | $ | 566 |
Asreverse recapitalization.
The Company’s sponsor is dMY Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class APIPE investment
Simultaneously with
Upon the closing
Financial Accounting Standards Board (“FASB”).
The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be madethis quarterly report have been prepared by the Company solely in its discretion. The Public Stockholders will be entitled to redeem
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptionsunaudited, pursuant to the tender offer rules and regulations of the U.S.
The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 1313(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respectfor a quarterly report and are adequate to more than an aggregate of 20% or more ofmake the Public Shares, without the prior consent of the Company.
information presented not misleading. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or the “Combination Period”, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), 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, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Basis of Presentation
The accompanying unauditedinterim condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management,included herein reflect all adjustments (consisting of normal accruals) consideredrecurring adjustments) which are, in the opinion of management, necessary for a fair presentation have been included. Operatingof the financial position, results of operations and cash flows for the period from September 14, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected for the period ending December 31, 2020.
The accompanying unauditedinterim periods presented. These interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020 included in the Form 8-K and the
in the notes to the condensed consolidated financial statements are unaudited.
Further, Section 102(b)(1)enactment of the JOBS Act, exempts emerging growth companies from being requireduntil such time as those standards apply to complyprivate companies.
September 30, 2021 | December 31, 2020 | |||||||
Billed accounts receivable | $ | 4,080 | $ | 390 | ||||
Unbilled accounts receivable | 2 | 0 | ||||||
Total accounts receivable | $ | 4,082 | $ | 390 |
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Liquidityfuture periods. In those instances, variable usage fees are included in the determination of the transaction consideration once known. For contracts without fixed fees, variable usage fees are billed and Capital Resources
recognized during the period of such usage.
Priorliability. In September 2021, we exercised our right to repurchase 100,000 shares related to the consummationearly exercise of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution of $25,000stock options. The unvested shares were repurchased from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of up to $200,000 (see Note 4), of which approximately $300 was outstanding at September 30, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costsan employee in connection with a Business Combination, the Sponsor or an affiliatetermination of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). their service in exchange for $1.0 million.
Basedsuch balance as of December 31, 2020.
Note 2—Summarycreation of Significant Accounting Policies
Concentrationcurrent liabilities.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of threenine months or less when purchased to be cash equivalents.ended September 30, 2021. The Company did not have any cash equivalents as ofrevenue for the three and nine month periods ended September 30, 2020.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Deferred Offering Costs Associated with the Initial Public Offering
Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering on November 17, 2020. As of September 30, 2020, the Company incurred approximately $277,000 of deferred offering costs.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Net deferred tax assets were immaterial as of September 30, 2020.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net LossCommon ShareThe Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Numerator: | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Net loss available to common stockholders | $ | (14,781 | ) | $ | (3,565 | ) | $ | (32,102 | ) | $ | (10,493 | ) | ||||
Denominator: | ||||||||||||||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted | 120,605,457 | 115,369,517 | 119,535,167 | 114,597,135 | ||||||||||||
Net loss per share attributable to common stockholders – basic and diluted | $ | (0.12 | ) | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.09 | ) | ||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Common stock options outstanding | 24,844,683 | 16,775,118 | 24,765,944 | 16,149,250 | ||||||||||||
Warrants to purchase common stock | 8,301,202 | 8,301,202 | 8,301,202 | 8,301,202 | ||||||||||||
Public and private warrants | 125,000 | — | 42,125 | — | ||||||||||||
Unvested founders’ shares | 8,152 | — | 2,747 | — | ||||||||||||
Unvested common stock | 1,627,627 | 68,018 | 1,329,755 | 996,441 | ||||||||||||
Total | 34,906,664 | 25,144,338 | 34,441,773 | 25,446,893 | ||||||||||||
September 30, 2021 | December 31, 2020 | |||||||
Computer equipment and acquired computer software | $ | 662 | $ | 364 | ||||
Machinery, equipment, furniture, and fixtures | 3,963 | 2,974 | ||||||
Leasehold improvements | 818 | 736 | ||||||
Quantum computing systems | 13,998 | 9,617 | ||||||
Gross p roperty ande quipment | 19,441 | 13,691 | ||||||
Less: accumulated depreciation | (2,712 | ) | (1,703 | ) | ||||
Property and e quipment, net | $ | 16,729 | $ | 11,988 | ||||
Fair Value Measured as of September 30, 2021: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 587,294 | $ | 0— | $ | 0— | $ | 587,294 | ||||||||
Liabilities : | ||||||||||||||||
Public w arrants | 25,938 | 0— | 0— | 25,938 | ||||||||||||
Private p lacementw arrants | 0 | 0— | 24,412 | 24,412 | ||||||||||||
Total liabilities | $ | 25,938 | $ | 0— | $ | 24,412 | $ | 50,350 | ||||||||
Fair Value Measured as of December 31, 2020: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 36,120 | $ | 0— | $ | 0— | $ | 36,120 | ||||||||
September 30, 2021 | ||||
Exercise Price | $ | 11.50 | ||
Stock Price | $ | 10.40 | ||
Volatility | 74.8 | % | ||
Term | 5.00 | |||
Risk-free rate | 0.98 | % | ||
Dividend yield | 0 | % |
Recent Accounting Pronouncements
Management doeselection of our directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders. The Company’s certificate of incorporation and bylaws do not believeprovide for cumulative voting rights.
Note 3—Initial Public Offering
On November 17, 2020,common stock have no preemptive or other subscription rights, and there are no sinking fund or redemption provisions applicable to the Company consummated its Initial Public Offeringcommon stock. The rights, preferences, and privileges of 30,000,000 Units, including the 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceedsholders of $300.00 million,common stock are subject to, and incurring offering costsmay be adversely affected by, the rights of approximately $16.96 million, inclusivethe holders of $10.50 millionshares of any series of the Company’s preferred stock that are or may be issued. Currently no preferred stock has been issued as of September 30, 2021.
Each Unit consistsone or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of one shareredemption, liquidation preferences and the number of Class Ashares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Any issuance of preferred stock could adversely affect the voting power of holders of common stock and one-fourththe likelihood that such holders would receive dividend payments and payments on liquidation. In addition, the issuance of one redeemablepreferred stock could have the effect of delaying, deterring or preventing a change of control or other corporate action. NaN shares of preferred stock have been issued as of September 30, 2021.
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 4—Related Party Transactions
Founder Shares
On September 14, 2020, the Sponsor subscribed for 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on November 17, 2020. In October 2020, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the Company’s director nominees. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.
The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.0 million (including approximately $7.95 million in cash and approximately $50,000 in subscription receivable).
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
On September 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. As of September 30, 2020, the Company had borrowed approximately $300 under the Note.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2020, the Company had no borrowings under the Working Capital Loans.
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Administrative Services Agreement
The Company entered into an agreement that provides that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company pays the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.00 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.50 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 6—Stockholders’ Equity
Class A Common Stock— The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020, there were no shares of Class A common stock issued and outstanding.
Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On September 14, 2020, the Company issued 7,187,500 shares of Class B common stock. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 7,906,250 shares of Class B common stock outstanding, an aggregate of up to 1,031,250 shares of Class B common stock that are subject to forfeiture, to the Company by the initial stockholders for no
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units; thus, only 406,250 shares of Class B common stock remain subject to forfeiture.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020, there were no shares of preferred stock issued or outstanding.
Warrants— Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrantsarrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering;Offering of dMY; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants
The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Class A common stock equals or exceeds $18.00.$18.00:
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.
|
DMY TECHNOLOGY GROUP, INC. III
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination, withinsubject to certain limited exceptions. Additionally, the Combination Periodprivate placement warrants will be
Note 7—Subsequent Events
Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,” “us” or “we” refer to dMY Technology Group, Inc. III. The following discussion and analysispurchase shares of the Company’s common stock. Upon the Closing of the Business Combination, outstanding Legacy IonQ stock options under the 2015 Plan were assumed by the Company. Each Legacy IonQ stock option issued and outstanding immediately prior to the Business Combination was converted into an option to purchase shares of common stock of the Company equal to the product of (a) the number of shares of Legacy IonQ common stock subject to such Legacy IonQ stock option agreement immediately prior to the Business Combination and (b) the exchange ratio at an exercise price equal to the (i) the exercise price per share of such Legacy IonQ stock option divided by (ii) the exchange ratio. Such stock options will continue to be governed by the terms of the 2015 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire by their terms. No further awards will be made pursuant to the 2015 Plan. For awards granted under the 2015 Plan, vesting generally occurs over four to five years from the date of grant and all options granted have a contractual term of 10 years. Vested options held at the date of an employee’s termination may be exercised within three months. The Company records forfeitures as they occur.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Risk- Free Interest Rate | 0 | % | 0.36 | % | 0.96 | % | 1.18 | % | ||||||||
Expected Term (in years) | — | 6.37 | 6.26 | 6.20 | ||||||||||||
Expected Volatility | 0 | % | 73.07 | % | 77.04 | % | 71.11 | % | ||||||||
Dividend Yield | 0 | % | 0 | % | 0 | % | 0 | % |
Number of Option Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value (in millions) | |||||||||||||
Outstanding as of December 31, 2019 | 13,933,956 | $ | 0.13 | 8.80 | 5.00 | |||||||||||
Granted | 3,620,559 | $ | 0.46 | |||||||||||||
Exercised | (235,887 | ) | $ | 0.13 | ||||||||||||
Cancelled/ Forfeited | (219,410 | ) | $ | 0.13 | ||||||||||||
Outstanding as of September 30, 2020 | 17,099,218 | $ | 0.20 | 8.36 | 7.85 |
Number of Option Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value (in millions) | |||||||||||||
Outstanding as of December 31, 2020 | 21,863,368 | $ | 0.34 | 8.67 | 44.80 | |||||||||||
Granted | 6,492,540 | $ | 2.39 | |||||||||||||
Exercised | (3,308,594 | ) | $ | 1.64 | ||||||||||||
Cancelled/ Forfeited | (1,212,609 | ) | $ | 1.91 | ||||||||||||
Outstanding as of September 30, 2021 | 23,834,705 | $ | 0.64 | 8.15 | 227.89 | |||||||||||
Exercisable as of September 30, 2021 | 7,476,990 | $ | 0.25 | 7.43 | 74.37 | |||||||||||
Exercisable and expected to vest at September 30, 2021 | 23,834,705 | $ | 0.64 | 8.15 | 227.89 | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Cost of revenue | $ | 15 | $ | 0 | $ | 46 | $ | 0 | ||||||||
Research and development | 1,181 | 76 | 2,351 | 349 | ||||||||||||
Sales and marketing | 22 | 0 | 47 | 0 | ||||||||||||
General and administrative | 837 | 105 | 3,485 | 332 | ||||||||||||
Stock-based compensation, net of amounts capitalized | 2,055 | 181 | 5,929 | 681 | ||||||||||||
Capitalized stock-based compensation – Intangibles and fixed assets | 66 | 70 | 199 | 101 | ||||||||||||
Total stock-based compensation | $ | 2,121 | $ | 251 | $ | 6,128 | $ | 782 | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenue | 164 | — | 164 | — | ||||||||||||
Cost of revenue | 34 | — | 34 | — | ||||||||||||
Research and development | 313 | 7 | 1,649 | 117 | ||||||||||||
Sales and marketing | 8 | — | 8 | — | ||||||||||||
General and administrative | 59 | 55 | 189 | 71 |
Cautionary Note Regarding Forward-Looking Statements
Duke, as reflected in the Consolidated Balance Sheets (in thousands):
September 30, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Accounts receivable | 4,000 | — | ||||||
Prepaid expenses and other current assets | 520 | 1,013 | ||||||
Operating lease right-of-use | 4,098 | 4,296 | ||||||
Other noncurrent assets | 1,975 | 2,365 | ||||||
Liabilities | ||||||||
Accounts payable | 15 | 5 | ||||||
Current operating lease liabilities | 564 | 495 | ||||||
Unearned r evenue | 3,836 | — | ||||||
Non-current operating lease liabilities | 3,681 | 3,776 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
We. The impact of
The registrationdate hereof. Unless otherwise required by law, we do not undertake, and specifically disclaim, any obligation to update any forward-looking statement, for our Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, we consummated the Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,500,000 Unitswhether as a result of the underwriters’ partial exercise of their over-allotment option (“the Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $16.96 million, inclusive of $10.50 million in deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 4,000,000 warrants at a price of $2.00 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $8.0 million (including approximately $7.95 million in cash and approximately $50,000 in subscription receivable).
Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”) having a maturity of 185 daysnew information, future events, or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
If we have not completed a Business Combination within 24 months from the closing of the Initial Public Offering, or November 17, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-
share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Results of Operations
Our entire activity from September 14, 2020 (inception) through September 30, 2020, was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination.
For the period from September 14, 2020 (inception) through September 30, 2020, we had a net loss of approximately $10,000, which consisted solely of general and administrative and franchise tax expenses.
Liquidity and Capital Resources
As of September 30, 2020, we had $25,000 in our operating bank account and a working capital deficit of approximately $262,000.
Our liquidity needs to date have been satisfied through a capital contribution of $25,000 from our Sponsor to purchase founder shares, a loan of up to $200,000 from our Sponsor (the “Note”), of which approximately $300 was outstanding at September 30, 2020. Subsequent to the consummation of the Initial Public Offering, our liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of September 30, 2020, there were no amounts outstanding under any working capital loan.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the we will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than the amounts due to our Sponsor pursuant to the Note.
We entered into an agreement that will provide that, commencing onotherwise after the date that our securities are first listed on New York Stock Exchange and continuing untilof such statement.
Critical Accounting Policies
This management’sfollowing discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands) | ||||||||||||||||
Revenue | $ | 233 | $ | — | $ | 451 | $ | — | ||||||||
Costs and expenses: | ||||||||||||||||
Cost of revenue (excluding depreciation and amortization) (1) | 234 | 57 | 742 | 57 | ||||||||||||
Research and development (1) | 6,180 | 2,339 | 15,311 | 7,643 | ||||||||||||
Sales and marketing (1) | 1,286 | 81 | 2,384 | 263 | ||||||||||||
General and administrative (1) | 2,461 | 727 | 8,321 | 1,840 | ||||||||||||
Depreciation and amortization | 596 | 372 | 1,543 | 995 | ||||||||||||
Total operating costs and expenses | 10,757 | 3,576 | 28,301 | 10,798 | ||||||||||||
Loss from operations | (10,524 | ) | (3,576 | ) | (27,850 | ) | (10,798 | ) | ||||||||
Offering costs associated with warrants | (4,259 | ) | — | (4,259 | ) | — | ||||||||||
Other income | 2 | 11 | 7 | 305 | ||||||||||||
Loss before benefit for income taxes | (14,781 | ) | (3,565 | ) | (32,102 | ) | (10,493 | ) | ||||||||
Benefit for income taxes | — | — | — | — | ||||||||||||
Net loss | $ | (14,781 | ) | $ | (3,565 | ) | $ | (32,102 | ) | $ | (10,493 | ) | ||||
(1) | Cost of revenue, research and development, sales and marketing, and general and administrative expenses for the periods include stock-based compensation expense as follows: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands) | ||||||||||||||||
Cost of revenue | $ | 15 | $ | — | $ | 46 | $ | — | ||||||||
Research and development | 1,181 | 76 | 2,351 | 349 | ||||||||||||
Sales and marketing | 22 | — | 47 | — | ||||||||||||
General and administrative | 837 | 105 | 3,485 | 332 |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenue | $ | 233 | $ | — | $ | 233 | 100 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Cost of revenue (excluding depreciation and amortization) | $ | 234 | $ | 57 | $ | 177 | 311 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Research and development | $ | 6,180 | $ | 2,339 | $ | 3,841 | 164 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Sales and marketing | $ | 1,286 | $ | 81 | $ | 1,205 | 1488 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
General and administrative | $ | 2,461 | $ | 727 | $ | 1,734 | 239 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Depreciation and amortization | $ | 596 | $ | 372 | $ | 224 | 60 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Offering costs associated with warrants | $ | 4,259 | $ | — | $ | 4,259 | 100 | % |
Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Other income | $ | 2 | $ | 11 | $ | (9 | ) | (82 | )% |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenue | $ | 451 | $ | — | $ | 451 | 100 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Cost of revenue (excluding depreciation and amortization) | $ | 742 | $ | 57 | $ | 685 | 1202 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Research and development | $ | 15,311 | $ | 7,643 | $ | 7,668 | 100 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Sales and marketing | $ | 2,384 | $ | 263 | $ | 2,121 | 806 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
General and administrative | $ | 8,321 | $ | 1,840 | $ | 6,481 | 352 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Depreciation and amortization | $ | 1,543 | $ | 995 | $ | 548 | 55 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Offering costs associated with warrants | $ | 4,259 | $ | — | $ | 4,259 | 100 | % |
Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
2021 | 2020 | |||||||||||||||
(in thousands) | ||||||||||||||||
Other income | $ | 7 | $ | 305 | $ | (298 | ) | (98 | )% |
Nine Months Ended September 30, | ||||||||
2021 | 2020 | |||||||
(in thousands) | ||||||||
Net cash used in operating activities | $ | (21,851 | ) | $ | (8,322 | ) | ||
Net cash used in investing activities | $ | (6,914 | ) | $ | (9,091 | ) | ||
Net cash provided by financing activities | $ | 579,939 | $ | 29 |
As of December 31, 2020 | Payments Due by Period | |||||||||||||||||||
Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | ||||||||||||||||
( in thousands ) | ||||||||||||||||||||
Contractual Obligations: | ||||||||||||||||||||
Operating lease obligation (1) | $ | 7,544 | $ | 561 | $ | 1,315 | $ | 1,522 | $ | 4,146 | ||||||||||
Total | $ | 7,544 | $ | 561 | $ | 1,315 | $ | 1,522 | $ | 4,146 | ||||||||||
As of September 30, 2021 | Payments Due by Period | |||||||||||||||||||
Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | ||||||||||||||||
( in thousands ) | ||||||||||||||||||||
Contractual Obligations: | ||||||||||||||||||||
Operating lease obligation (1) | $ | 7,140 | $ | 639 | $ | 1,394 | $ | 1,556 | $ | 3,551 | ||||||||||
Total | $ | 7,140 | $ | 639 | $ | 1,394 | $ | 1,556 | $ | 3,551 | ||||||||||
(1) | Includes future minimum payments for an operating lease of corporate office facilities. |
and events andon various other factors that we believe to beare reasonable under the circumstances, thecircumstances. The results of whichthese estimates form the basis for making judgments about the carrying valuesvalue of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been noestimates.
Recent Accounting Pronouncements
Our managementevaluating our reported financial results.
Off-Balance Sheet Arrangements
As
JOBS Act
The Jumpstart Our Business Startups ActCredit Risk
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
Additionally, we aremarket analysts and investors due to a number of potential factors, including:
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as definedcommon stock held by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and proceduresnon-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.
Disclosure controls and proceduresexercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (c) to accept the nominal redemption price which, at the time the outstanding public warrants are designed to ensure that information requiredcalled for redemption, is likely to be disclosedsubstantially less than the market value of your public warrants.
Changes in Internal Control over Financial Reporting
There was no changeconnection with any applicable action brought against us, a court could find the choice of forum provisions contained in our internal control over financial reporting that occurred during the period from September 14. 2020 (inception) through September 30, 2020, covered by this Quarterly Report on Form 10-Q that has materially affected,certificate of incorporation to be inapplicable or is reasonably likely to materially affect, our internal control over financial reporting.
None.
The significant factors known to us thatunenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affectharm our business, financial condition or operating results are describedof operations.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||||||
7/1/2021 – 7/31/2021 | — | — | — | — | ||||||||||||
8/1/2021 – 8/31/2021 | — | — | — | — | ||||||||||||
9/1/2021 – 9/30/2021 | 100,000 | 9.68 | — | — | ||||||||||||
Total | 100,000 | 9.68 | — | — | ||||||||||||
Unregistered Sales
On November 17, 2020, our Sponsor purchased 4,000,000 Private Placement Warrants at a priceshares of $2.00 per Private Placement Warrant to the Sponsor,common stock, generating total gross proceeds of $8.0 million (including approximately $7.95$300.0 million. After deducting payments to existing stockholders of $9.5 million in cash and approximately $50,000 in subscription receivable). No underwriting discounts or commissions were paidconnection with respect to such sales. This issuance was made pursuanttheir exercise of redemption rights prior to the exemption from registration contained in Section 4(a)(2)closing of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On November 17, 2020, we consummated the Initial Public Offering of 30,000,000 units (the “Units”Business Combination and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $300.0 million, and incurring offering costs of approximately $16.96 million, inclusive of approximately $10.5 million in deferred underwriting commissions.
In connection with the Initial Public Offering, we incurred offering costs of approximately $16.96 million, inclusive of approximately $10.5 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation feesexpenses related to the Initial Public Offering. After deductingBusiness Combination, the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummationremainder of the Initial Business Combination, if consummated)trust account is now held on our balance sheet to fund our operations and the Initial Public Offering expenses, $300.0 millioncontinued growth.
There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the final prospectus related to the Initial Public Offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
# | Indicates a management contract or compensatory plan, contract or arrangement. |
* | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of 10-Q), irrespective of | |
* These certifications are furnished to the SEC pursuant to Section 906
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 18th day of December 2020.DMY TECHNOLOGY GROUP, INC. IIIBy:Date: November 15, 2021 Niccolo de MasiPeter ChapmanName: Niccolo de MasiPeter ChapmanTitle: Date: November 15, 2021 Name: Thomas Kramer Title: