UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 2020
DMY TECHNOLOGY GROUP, INC. II
(Exact name of registrant as specified in its charter)
Delaware | 001-39444 | 84-1502857 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (702) 781-4313
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | DMYD.U | The New York Stock Exchange | ||
Class A common stock, par value $0.0001 per share | DMYD | The New York Stock Exchange | ||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | DMYD WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On December 30, 2020, the Chief Executive Officer of dMY Technology Group, Inc. II (dMY II), Niccolo de Masi, spoke with Bloomberg tv regarding, among other things, dMY IIs recently announced business combination (the Business Combination) with Genius Sports Group (GSG). A copy of the transcript is furnished hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Galileo NewCo Limited (NewCo) intends to file a registration statement on Form F-4 (the Registration Statement) with the U.S. Securities and Exchange Commission (the SEC), which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of dMY IIs Class A common stock in connection with dMY IIs solicitation of proxies for the vote by dMY IIs stockholders with respect to the Business Combination and other matters as may be described in the definitive proxy statement, as well as the prospectus relating to the offer and sale of the securities of NewCo to be issued in the Business Combination. dMY IIs stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about the parties to the Business Combination Agreement, dMY II and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to dMY IIs stockholders as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SECs web site at www.sec.gov, or by directing a request to: dMY II Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi.
Participants in the Solicitation
dMY II and its directors and executive officers may be deemed participants in the solicitation of proxies from dMY IIs stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in dMY II is contained in the Registration Statement on Form S-1, which was filed by dMY II with the SEC on June 26, 2020 and is available free of charge at the SECs web site at www.sec.gov, or by directing a request to dMY II Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
GSGs directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of dMY II in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. These forward-looking statements include, without limitation, dMY II and GSGs and NewCos expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the
satisfaction of the closing conditions to the proposed Business Combination and the timing of the completion of the Business Combination. For example, projections of future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, expect, intend, will, estimate, anticipate, believe, predict, potential or continue, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by dMY II and its management, NewCo and GSG and their management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against dMY II, GSG, the combined company or others; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of dMY II, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of dMY II or GSGs as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that dMY II, GSG or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the Companys business and/or the ability of the parties to complete the proposed business combination; (12) GSGs estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (13) other risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in dMY IIs final prospectus relating to its initial public offering dated August 17, 2020 and in subsequent filings with the SEC, including the proxy statement relating to the Business Combination expected to be filed by dMY II.
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. None of dMY II, GSGs or NewCo undertake any duty to update these forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Transcript of Interview with Bloomberg tv on December 30, 2020. |
SIGNATURE
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.
DMY TECHNOLOGY GROUP, INC. II | ||
By: | /s/ Niccolo de Masi | |
Name: Niccolo de Masi | ||
Title: Chief Executive Officer |
Dated: December 31, 2020
Exhibit 99.1
Bloomberg
December 30, 2020
Niccolo de Masi of dMY Technology Group
Interview with Anchors Taylor Riggs and Romaine Bostick
TR: Talk to us about how you think about standing out in a year that was just, headline after headline after headline regarding SPACs.
NDM: Well, we are, I think its fair to say unique in our size and central focus. So weve done two SPAC transactions and three SPAC IPOs all in 2020. dMY Technology I, which just closed today with Rush Street Interactive, was actually early in the current wave of I think sort of a SPAC, you know, enthusiasm in the public market. So we IPOd back in February, we announced the transaction with Rush Street in July, we just had the shareholder vote, and the ticker changed today. So today you can no longer trade DMYT, instead you buy RSI, which stands for Rush Street Interactive. The second SPAC deal we did, you know we IPOd in August, we found a deal quite quickly, with another gaming-related business but in the data services space called Genius Sports Group. And that just now has a while to go before it closes, well probably close, you know, in the early spring. Our third SPAC IPOd in November and were, were still in search mode. But I think its fair to say that Goldman Sachs has underwritten all of our SPACs and thats been a critical ingredient of our success. Harry You, my partner, and I have both been public company CFOs and CEOs for hundreds of quarters in aggregate. And we have found that this is really a winning combination, of really knowing what its like to sit in the CEO, CFO chair when you go public.
RB: So with that third SPAC out there, is the idea here that youre going to look for something, thats going to be complementary to the other two, or is it something completely different?
NDM: Well we take our non-competes quite seriously, you know, Harry and I are both on the board of Rush Street Interactive, you know as of today, and were, well be on the board of our second SPAC, Genius Sports Group, as well. So the third one were actually, searching, we said in the, in the deeper tech, bit of the mobile ecosystem. So the first one was consumer, you know gaming, online casino, the second one is sports book data. The third one will be, you know something probably in cloud computing, AI computing, potentially even, you know something like quantum computing or cloud networking. You know, the kinds of technologies that really underpin the future of mobile.
TR: Its also been a year when weve had the CEOs of companies like DraftKings and FanDuel on this program. Is there enough for all of you to play and gain market share?
NDM: Well I think its gonna be an industry where, you know, as always, theres, theres a few bigger companies with network effects that, that benefit and, and ultimately win the lions share. You know, Rush Street Interactive is the number one online casino business. So if DraftKings is number one in Sports, Rush Street is number one in online casino, at least according to Eilers & Krejcik, you know third-party sources. Weve been, you know Id argue, you know, best operationally, if you look at our numbers, were not losing, we didnt lose money this year, we actually made money this year, which I think will start to matter in the coming years as you look at bigger players battling it out in the sports book and casino space. Were a top three or four sports book business and a number one casino play in pretty much every state that matters, and you know, Rush Street is very adept at being first to new markets that are opening up and things like, places like Iowa, Michigan, etcetera, already has a license
for places like New York. So you know, I think theres room for three players in every state. I think were going to be the number one casino player in pretty much every state that matters, worst case, you know, number two in a state or two. [Unintelligible] liberalizes, and combined with the number three or four sports book position, gives us a commandingly compelling position for investors, because Rush Street cares about unit economics, we care about profitability, we care about return on invested capital. To give you a metric that might impress or shock you even, you know we got all the way to IPO at Rush Street at only 50 million dollars of invested capital. Thats, you know, I think 900 million dollars less than, than some other people that got to IPO in the space. And this is a metric by the way that dMY Technology cares a lot about. So, Genius Sports Group, our second SPAC, it, it has gotten all the way to effectively announcement with us on only 40 million dollars of invested capital. So, we think this metric really speaks to entrepreneurs that have momentum, understand how to build businesses, have real barriers to entry and ultimately, you know, we look for businesses by the way in all of our SPACS that do very well regardless of shelter in place or not. So thats a big theme for us is, you know, effectively COVID-immune, recession-proof businesses, we like those a lot.