DMYD SEC filings, in plain English
Everything dMY Technology Group, Inc. II has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: FY2020 10-K, first for a company incorporated June 18, 2020. The August 17, 2020 IPO of 27,600,000 units, including a full 3,600,000 over-allotment, funded a trust holding $276,096,910 at December 31, 2020, of which about $99,000 is interest available for taxes. 26,221,364 Class A shares are carried as redeemable at $10.00 ($262,213,640), leaving 1,378,636 Class A and 6,900,000 Class B. Cash outside trust about $978,000, working capital about $775,000. Total liabilities $10,235,832, including $9,660,000 deferred underwriting. Net loss about $628,000. Deadline August 18, 2022. Why it matters: 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 No interest had been withdrawn by December 31, 2020.
What changed: dMY Technology Group, Inc. II issued definitive merger materials, marked Amendment No. 3 on the Schedule 14A cover, for a virtual special meeting at 10:00 AM Eastern Time on April 16, 2021. Under the Business Combination Agreement dated October 27, 2020, Genius Merger Sub, Inc. merges into dMY, which becomes a wholly-owned subsidiary of Galileo NewCo Limited; each dMY Class A Share is exchanged for one NewCo ordinary share, the dMY warrants are assumed by NewCo, and NewCo is renamed Genius Sports Limited. Why it matters: 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.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- no earlier filing$276.0M
- Outside date
- no earlier filing2021-06-11
SpacBrain reads this as the min-cash condition binds at $276,000,000.
The clause …“As the proceeds from the PIPE Investment are expected to satisfy the Minimum Cash Condition, the total dMY trust account balance of $276.0 million (as of September 30, 2020) is reflected as being redeemed. Under this scenario,”…
SpacBrain reads this as the agreement may be terminated from 2021-06-11.
The clause …“contemplated by this Agreement shall not have occurred on or before June 11, 2021 (the Outside Date ); provided , that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any Party that”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.