dMY Technology Group, Inc. II

The deal cannot close without cash: the Minimum Cash Condition requires at least $315 million, measured as the trust account less redemptions, less 33% of the parties' aggregate transaction expenses, plus the PIPE proceeds — so redemptions are a live threat to completion. The PIPE is 33,000,000 NewCo ordinary shares at $10.00 per share, $330,000,000 in total, subscribed on the day the agreement was signed. TopCo's shareholders receive shares equal to $1,400,000,000 reduced by loan repayments and other stated amounts, divided by $10.00.

A business combination agreement with Maven Topco Limited was signed October 27, 2020. The liquidity note is copied from another document: it refers to a sponsor arrangement 'disclosed elsewhere in this proxy statement/prospectus', inside a Form 10-K. Substantively, franchise tax of about $106,000 already exceeds the roughly $99,000 the trust has earned, so trust income does not cover the taxes it is earmarked for and the $978,000 outside the trust is the runway. No interest had been withdrawn by December 31, 2020.

Well capitalised for its search: $1.5 million outside trust and only about $580,000 of current liabilities, though the sponsor had already funded roughly $200,000 under a note plus about $11,000 of related-party advances before the IPO. Trust is $10.00 per share with almost no accrued interest, so redemption value is close to the floor. Equity lands on $5,000,008, the pre-2021 net-tangible-assets plug, and the cover page carries a harmless typographical repetition of the year in its November 16, 2020 share-count date.

These are the promotional numbers a holder will see first, and they are the company's own framing rather than audited or agreed figures: enterprise value is a pro forma construct sensitive to the assumptions in the deck, and a 'fully committed' PIPE is committed subject to the subscription agreements' own conditions, closing included. The $330 million is nonetheless the number that matters against redemption risk, because it is the outside money that fills the trust's place if holders leave. An investor presentation is marketing filed under Rule 14a-12, not a proxy statement.

This is where dMY II stops being a blank cheque and acquires a named counterparty, and the structure it discloses is the one that decides whether the deal survives redemptions: the minimum-cash arithmetic nets out redeeming holders and counts the committed PIPE, so heavy redemption is absorbed by the PIPE rather than killing the transaction outright. No meeting date, record date or redemption price is set here — the vote and the redemption election come later, on a registration statement and proxy statement/prospectus that this document says will be filed.

Establishes the shell's size and trust funding. The filing states the trust's $276,000,000 comprises $270,480,000 of IPO proceeds — which it says includes $9,660,000 of underwriters' deferred discount — plus $5,520,000 of private placement proceeds, so part of the headline trust figure is a fee payable at closing rather than money attributable to holders.