QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
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-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Deferred offering costs associated with initial public offering |
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Total Assets |
$ |
$ |
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Liabilities and Stockholders’ Equity: |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Franchise tax payable |
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Due to related parties |
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Total current liabilities |
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Deferred legal fees |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock, $ - |
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Stockholders’ Equity: |
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Preferred stock, $ |
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Class A common stock, $ - -0- |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total stockholders’ equity |
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Total Liabilities and Stockholders’ Equity |
$ |
$ |
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|
For the three months ended June 30, 2021 |
For the six months ended June 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
Franchise tax expenses |
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|
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Loss from operations |
( |
) | ( |
) | ||||
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Other income (expenses): |
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Interest income earned in operating account |
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Gain on investments (net), dividends and interest, held in Trust Account |
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Loss upon issuance of private placement warrants |
( |
) | ||||||
Offering costs associated with derivative warrant liabilities |
( |
) | ||||||
Change in fair value of derivative warrant liabilities |
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Total other income (expenses) |
( |
) | ||||||
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Weighted average shares outstanding of Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ | ( |
) | $ | ||||
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Weighted average shares outstanding of Class B common stock |
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Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | $ | ( |
) | ||
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Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
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Class A |
Class B |
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Shares |
Amount |
Shares |
Amount |
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Balance—December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
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Sale of units in initial public offering, less fair value of public warrants |
— | — | — | |||||||||||||||||||||||||
Offering costs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Class A common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance—March 31, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Class A common stock subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance—June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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For the six months ended June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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General and administrative expenses paid by related party under promissory note |
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Gain on investments (net), dividends and interest, held in Trust Account |
( |
) | ||
Loss upon issuance of private placement warrants |
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Offering costs associated with derivative warrant liabilities |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable |
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Accrued expenses |
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Franchise tax payable |
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Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities |
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Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
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Proceeds from loans from related parties |
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Repayment of loans from related parties |
( |
) | ||
Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering costs paid |
( |
) | ||
Deferred legal fees |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash—beginning of the period |
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Cash—end of the period |
$ |
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Supplemental disclosure of noncash activities: |
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Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid by related party under promissory note |
$ | |||
Prepaid expenses paid by related party under promissory note |
$ | |||
Reversal of accrued expenses |
$ | |||
Deferred underwriting commissions in connection with the initial public offering |
$ | |||
Value of Class A common stock subject to possible redemption |
$ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
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Class A common stock |
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Numerator: Income allocable to Class A common stock |
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Income from investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
( |
) | ( |
) | ||||
Net income attributable to Class A common stock |
$ |
$ |
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Denominator: Weighted average Class A common stock |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ |
$ |
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Class B common stock |
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Numerator: Net loss minus net income attributable to Class A common stock |
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Net loss |
$ | ( |
$ | ( |
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Net income attributable to Class A common stock |
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Net loss attributable to Class B common stock |
$ | ( |
) | $ | ( |
) | ||
Denominator: Weighted average Class B common stock |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | $ | ( |
) | ||
• | in whole and not in part; |
• |
• |
• | if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A common stock equals or exceeds $ 10.00 per Public Share (as adjusted) for any |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account—U.S. Treasury Securities (1) |
$ | $ | $ | |||||||||
Liabilities: |
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Derivative warrant liabilities |
$ | $ | $ |
|
|
(1) |
Excludes $ |
As of June 30, 2021 |
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Exercise price |
$ |
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Stock price |
$ |
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Volatility |
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Term |
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Risk-free rate |
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Dividend yield |
Level 3—Derivative warrant liabilities at January 1, 2021 |
$ | |||
Issuance of Public and Private Warrants |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Level 3—Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Level 3—Derivative warrant liabilities at June 30, 2021 |
$ | |||
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one |
• | may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
DMY TECHNOLOGY GROUP, INC. IV | ||
By: | /s/ Niccolo de Masi | |
Name: | Niccolo de Masi | |
Title: | Chief Executive Officer |