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): October 11, 2022
DMY SQUARED TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts | 001-41519 | 88-0748933 | ||
(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 |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | DMYY.U | NYSE American | ||
Class A common stock, par value $0.0001 per share | DMYY | NYSE American | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | DMYY.WS | NYSE American |
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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported on a Current Report on Form 8-K filed by dMY Squared Technology Group, Inc. (the Company) on October 4, 2022 (the Initial Form 8-K), the Company completed its initial public offering (the IPO) of 6,000,000 units (the Units) pursuant to the Companys registration statement on Form S-1 (File No. 333-267381). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the Class A Shares) and one-half of one redeemable warrant of the Company (each, a Warrant), each whole Warrant entitling the holder thereof to purchase one Class A Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating net proceeds to the Company of $59,135,000 (after giving effect to the reimbursement of certain of the Companys expenses and the upfront portion of the underwriters discount, equal to $0.14 per Unit).
In connection with the IPO, the underwriter was granted an option to purchase up to an additional 900,000 Units to cover over-allotments, if any. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 Units (the Over-Allotment Units) at an offering price of $10.00 per Over-Allotment Unit, generating net proceeds to the Company of $3,145,340 (after giving effect to the underwriters discount, equal to $0.14 per Over-Allotment Unit).
Also as previously reported on the Initial Form 8-K, substantially concurrently with the closing of the IPO, the Company completed the private sale of 2,840,000 warrants (the Private Placement Warrants), at a purchase price of $1.00 per Private Placement Warrant, to the Companys sponsor, dMY Squared Sponsor, LLC (the Sponsor), generating proceeds to the Company of $2,840,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Company completed a further private placement (the Additional Private Placement) with the Sponsor for an additional 44,660 warrants (the Additional Private Placement Warrants) at a price of $1.00 per Additional Private Placement Warrant, generating proceeds to the Company of $44,660.
As previously reported on the Initial Form 8-K, substantially concurrently with the closing of the IPO, the Sponsor extended an overfunding loan to the Company in an aggregate amount of $900,000, equal to $0.15 per Unit, generating proceeds to the Company of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850,
equal to $0.15 per Over-Allotment Unit (the Additional Overfunding Loan), generating proceeds to the Company of $47,850. As a result, the Company entered into a Promissory Note, dated October 11, 2022, issued to the Sponsor, a form of which was previously filed as exhibit to the Registration Statement.
A further $3,237,850, comprised of $3,145,340 of the net proceeds from the sale of the Over-Allotment Units (which amount includes $111,650 of the underwriters deferred discount on the sale of the Over-Allotment Units), $44,660 of the proceeds from the Additional Private Placement and $47,850 of the proceeds from the Additional Overfunding Loan, was placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Approximately $64,137,850.00 of the net proceeds from the IPO (including the Over-Allotment Units), the sale of the Private Placement Warrants with the Sponsor (including the Additional Private Placement Warrants) and the overfunding loans from the Sponsor (including the Additional Overfunding Loan) have been deposited in a trust account established for the benefit of the Companys public shareholders. An audited balance sheet as of October 4, 2022, reflecting receipt of the net proceeds from the IPO, the sale of the Private Placement Warrants and the overfunding loans (excluding the proceeds from the sale of the Over-Allotment Units, the Additional Private Placement Warrants and the Additional Overfunding Loan) was previously filed by the Company as an exhibit to the Current Report on Form 8-K filed by the Company on October 11, 2022. The Companys unaudited pro forma balance sheet as of October 4, 2022, reflecting receipt of the proceeds from the sale of the Over-Allotment Units, the Additional Private Placement Warrants and the Additional Overfunding Loan, is included as Exhibit 99.1 to this Current Report on Form 8-K.
In addition, on October 11, 2022, further to the closing of the offering of the Over-Allotment Units, the Company entered into a Subscriber Forfeiture Agreement (the Forfeiture Agreement) with the Sponsor pursuant to which the Sponsor forfeited 145,250 shares of Class B common stock, par value $0.0001 per share, of the Company (the Subscriber Shares) that the Sponsor purchased pursuant to a Securities Subscription Agreement dated March 3, 2022 by and between the Company and the Sponsor (as amended by a Subscriber Forfeiture and Amendment No. 1 to the Securities Subscription Agreement dated September 8, 2022 and a Subscriber Forfeiture and Amendment No. 2 to the Securities Subscription Agreement dated September 29, 2022, the Subscription Agreement), resulting in an aggregate of 1,579,750 Subscriber Shares outstanding, following the partial exercise its over-allotment option by the underwriter of the Companys IPO as described in the Companys Registration Statement on Form S-1, as amended (Registration No. 333-267381) filed with the U.S. Securities and Exchange Commission.
The foregoing description of the Forfeiture Agreement does not purport to be complete and is qualified in its entirety by reference to the Forfeiture Agreement, a copy of which is attached as Exhibit 10.2 hereto.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description of Exhibits | |
10.1 | Promissory Note, dated October 11, 2022, issued to the Sponsor. | |
10.2 | Subscriber Forfeiture Agreement, dated October 11, 2022, between the Company and the Sponsor. | |
99.1 | Unaudited Balance Sheet, as of October 4, 2022 |
SIGNATURES
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 SQUARED TECHNOLOGY GROUP, INC. | ||||||
By: | /s/ Harry L. You | |||||
Name: | Harry L. You | |||||
Title: | Co-Chief Executive Officer | |||||
Date: October 12, 2022 |
Exhibit 10.1
Execution
THIS PROMISSORY NOTE (THE NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE (OVER-ALLOTMENT)
Principal Amount: $47,850 | Dated as of October 11, 2022 |
dMY Squared Technology Group, Inc., a Massachusetts corporation and blank check company (Maker), promises to pay to the order of dMY Squared Sponsor, LLC or its registered assigns or successors in interest (Payee), or order, the principal sum of forty-seven thousand eight hundred fifty dollars ($47,850) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The principal balance of this Note shall be payable by Maker on the date (the Maturity Date) of the consummation of Makers initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a Business Combination). Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that Maker has funds available to it outside of its trust account to be established in which the proceeds of initial public offering (the IPO) to be conducted by Maker (including the deferred underwriter discounts and commissions), the proceeds of the sale of the warrants to be issued in a private placement, and the overfunding loans to be made by Payee to Maker, in each case to occur prior to the consummation of the IPO, are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO (the Trust Account), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. Each of the following shall constitute an event of default (each, an Event of Default):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Conversion. Upon consummation of a Business Combination, Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of Payee, into shares of Class A Common Stock of Maker, par value $0.0001 per share (the Class A Common Stock), at a price of $10.00 per shares of Class A Common Stock, as adjusted for any stock splits or combinations; provided that any such conversion may not occur until after the 60th day following the effective date of the registration statement filed in connection with Makers IPO. As promptly as reasonably practicable after notice by Payee to Maker to convert the principal balance of this Note into shares of Class A Common Stock, which notice must be made at least five (5) business days prior to the consummation of the Business Combination, and after Payees surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a share certificate or certificates (issued in the name(s) requested by Payee), or shall have made appropriate book-entry notation on the books and records of Maker, in each case for the number of shares of Class A Common Stock of Maker issuable upon the conversion of this Note.
7. Covenants of Maker. Maker covenants that (i) any share of Class A Common Stock issuable upon conversion of the Note, when so issued, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof and (ii) for so long as the Note is outstanding, Maker will reserve from its authorized and unissued shares of Class A Common Stock sufficient shares in order to perform its obligations under this Note.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
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8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Makers liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (a Claim) in or to any monies in, or any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
DMY SQUARED TECHNOLOGY GROUP, INC. | ||
By: | /s/ Harry L. You | |
Name: Harry L. You | ||
Title: Co-Chief Executive Officer and Chairman |
[Signature Page to Promissory Note (Over-Allotment)]
Acknowledged and agreed to
as of the date first written above.
DMY SQUARED SPONSOR, LLC
By: | /s/ Harry L. You | |
Name: Harry L. You | ||
Title: Managing Member |
[Signature Page to Promissory Note (Over-Allotment)]
Exhibit 10.2
SUBSCRIBER FORFEITURE AGREEMENT
October 11, 2022
dMY Squared Technology Group, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
Re: | Forfeiture of Subscribers dMY Squared Technology Group Class B Common Stock |
Ladies and Gentlemen:
This Subscriber Forfeiture Agreement (the Agreement) is entered into as of October 11, 2022 by and between dMY Squared Sponsor, LLC, a Delaware limited liability company (the Subscriber), and dMY Squared Technology Group, Inc., a Massachusetts corporation (the Company).
WHEREAS, the Company and the Subscriber entered into that certain Securities Subscription Agreement, dated as of March 3, 2022 (the Initial Subscription Agreement), as amended by the Subscriber Forfeiture and Amendment No.1 to the Securities Subscription Agreement dated as of September 8, 2022 (the Amendment No.1) and the Subscriber Forfeiture and Amendment No.2 to the Securities Subscription Agreement dated as of September 29, 2022 (the Amendment No.2) (as in effect as of the date hereof and as may be further amended, restated, amended and restated, modified, or supplemented from to time, the Subscription Agreement) pursuant to which the Subscriber purchased two million, eight hundred seventy-five thousand (2,875,000) shares of Class B common stock, $0.0001 par value per share, of the Company (the Shares), up to three hundred seventy-five thousand (375,000) of which are subject to forfeiture if the underwriter of the initial public offering (the IPO) of units (the Units) of the Company, does not fully exercise its over-allotment option (the Over-allotment Option);
WHEREAS, in connection with the reduction of the size of the Companys IPO from an offering of ten million (10,000,000) Units to an offering of seven million five hundred thousand (7,500,000) Units, the Company and the Subscriber entered into the Amendment No.1 pursuant to which (A) the Subscriber forfeited seven hundred eighteen thousand, seven hundred fifty (718,750) Shares, resulting in an aggregate of two million one hundred fifty-six thousand two hundred fifty (2,156,250) Shares outstanding, of which up to two hundred eighty-one thousand, two hundred fifty (281,250) Shares were intended to be subject to complete or partial forfeiture by the Subscriber if the underwriter of the Companys IPO fully exercised its Over-allotment Option as described in the Subscription Agreement, and (B) the Company and the Subscriber amended the Initial Subscription Agreement to modify the number of Shares subject to forfeiture in connection with the IPO;
WHEREAS, in connection with the additional reduction of the size of the Companys IPO from an offering of seven million five hundred thousand (7,500,000) Units to an offering of six million (6,000,000) Units (the Adjusted IPO), the Company and the Subscriber entered into the Amendment No.2 pursuant to which (A) the Subscriber forfeited four hundred thirty-one thousand two hundred fifty (431,250) Shares, resulting in an aggregate of one million seven hundred twenty-five thousand (1,725,000) Shares outstanding, of which up to two hundred twenty-five thousand (225,000) Shares were intended to be subject to complete or partial forfeiture by the Subscriber if the underwriter of the Companys IPO fully exercised its Over-allotment Option as described in the Subscription Agreement, and (B) the Company and the Subscriber further amended the Initial Subscription Agreement to modify the number of Shares subject to forfeiture in connection with the IPO;
WHEREAS, in connection with the Adjusted IPO, the underwriter was granted an option to purchase up to an additional 900,000 units to cover over-allotments, if any. On October 7, 2022, the underwriter exercised its over-allotment option in part (the Partial Over-Allotment), and on October 11, 2022, the underwriter purchased 319,000 over-allotment units (the Over-Allotment Units) at an offering price of $10.00 per Over-Allotment Unit. Following the purchase of the Over-Allotment Unites, the underwriter informed the Company and the Subscriber that it will not exercise the remaining over-allotment option.
WHEREAS, further to the Partial Over-Allotment, the Subscriber desires to forfeit one hundred forty-five thousand two hundred fifty (145,250) Shares, resulting in an aggregate of one million five hundred seventy-nine thousand seven hundred fifty (1,579,750) Shares outstanding;
WHEREAS, as a result of such forfeiture, the per-Share purchase price will increase from approximately $0.015 per Share to approximately $0.016 per Share;
AND WHEREAS, the Subscriber desires to provide an irrevocable notice of forfeiture of certain Shares to the Company;
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Forfeiture by Subscriber.
(a) In connection with and effective as of the date hereof, the Subscriber hereby agrees that one hundred forty-five thousand two hundred fifty (145,250) Shares shall be automatically forfeited (collectively, the Subscriber Forfeiture Shares), resulting in the Subscriber an aggregate of one million five hundred seventy-nine thousand seven hundred fifty (1,579,750) Shares.
(b) The Subscriber Forfeiture Shares forfeited pursuant to this Section 1 shall be cancelled for no consideration and any certificates representing such Subscriber Forfeiture Shares so forfeited shall be cancelled; provided, that to the extent any such certificate represents Shares in addition to any Subscriber Forfeiture Shares, which Shares are not forfeited pursuant to the terms hereof, the Company shall reissue such certificate with respect to the Shares not so forfeited.
2. Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that:
(a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject;
(b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and
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(c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscribers own knowledge and understanding of the Company and its business based upon the Subscribers own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
3. Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
4. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
5. Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
6. Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
7. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
8. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
9. Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
[Signature Page Follows.]
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IN WITNESS WHEREOF, the undersigned has caused this Letter Agreement to be duly executed as of the date first above written.
COMPANY: | ||
DMY SQUARED TECHNOLOGY GROUP, INC. | ||
By: | /s/ Harry L. You | |
Name: | Harry L. You | |
Title: | Co-Chief Executive Officer and Chairman |
[Signature Page to Sponsor Forfeiture Agreement]
IN WITNESS WHEREOF, the undersigned has caused this Letter Agreement to be duly executed as of the date first above written.
SUBSCRIBER: | ||
DMY SQUARED SPONSOR, LLC | ||
By: | /s/ Harry L. You | |
Name: | Harry L. You | |
Title: | Manager |
NOTICE INFORMATION: | ||
Address: | 1180 North Town Center Drive | |
Suite 100 | ||
Las Vegas, Nevada | ||
89144 | ||
Attention: | Harry L. You | |
Email: | harry@dmytechnology.com |
[Signature Page to Sponsor Forfeiture Agreement]
Exhibit 99.1
DMY SQUARED TECHNOLOGY GROUP, INC.
BALANCE SHEET
October 4, 2022 | Pro Forma Adjustments |
As Adjusted | ||||||||||||||
(Actual) | (Unaudited) | (Unaudited) | ||||||||||||||
Assets: |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash |
$ | 1,500,001 | $ | 365,872 | (h | ) | $ | 1,865,873 | ||||||||
Prepaid expenses |
26,800 | | 26,800 | |||||||||||||
Due from related party |
2,130,872 | (2,130,872 | ) | (h | ) | | ||||||||||
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|
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Total current assets |
3,657,673 | (1,765,000 | ) | 1,892,673 | ||||||||||||
Cash held in Trust Account |
59,135,000 | 3,190,000 | (a | ) | 64,137,850 | |||||||||||
44,660 | (b | ) | ||||||||||||||
(44,660 | ) | (c | ) | |||||||||||||
47,850 | (d | ) | ||||||||||||||
1,765,000 | (h | ) | ||||||||||||||
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Total Assets |
$ | 62,792,673 | $ | 3,237,850 | $ | 66,030,523 | ||||||||||
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Liabilities and Shareholders Deficit: |
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Current liabilities: |
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Accounts payable |
$ | 589,428 | $ | | $ | 589,428 | ||||||||||
Accrued expenses |
55,000 | | 55,000 | |||||||||||||
Tax payable |
152,419 | | 152,419 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
796,847 | | 796,847 | |||||||||||||
Overfunding loans |
900,000 | 47,850 | (d | ) | 947,850 | |||||||||||
Derivative warrant liabilities |
700,800 | 19,140 | (a | ) | 725,300 | |||||||||||
5,360 | (b | ) | ||||||||||||||
Deferred underwriting commissions |
2,100,000 | 111,650 | (e | ) | 2,211,650 | |||||||||||
|
|
|
|
|
|
|||||||||||
Total Liabilities |
4,497,647 | 184,000 | 4,681,647 | |||||||||||||
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|
|
|
|
|
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Commitments and Contingencies |
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Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 6,000,000 and 6,319,000 shares subject to possible redemption at $10.15 per share, actual and as adjusted, respectively |
60,900,000 | 3,170,860 | (a | ) | 64,137,850 | |||||||||||
(44,392 | ) | (c | ) | |||||||||||||
(110,980 | ) | (e | ) | |||||||||||||
222,362 | (g | ) | ||||||||||||||
Shareholders Deficit: |
||||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |
| | | |||||||||||||
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; no non-redeemable shares issued or outstanding |
| | | |||||||||||||
Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 1,725,000 and 1,579,750 shares issued and outstanding, actual and as adjusted, respectively |
173 | (15 | ) | (f | ) | 158 | ||||||||||
Additional paid-in capital |
| 39,300 | (b | ) | | |||||||||||
15 | (f | ) | ||||||||||||||
(39,315 | ) | (g | ) | |||||||||||||
Accumulated deficit |
(2,605,147 | ) | (268 | ) | (c | ) | (2,789,132 | ) | ||||||||
(670 | ) | (e | ) | |||||||||||||
(183,047 | ) | (g | ) | |||||||||||||
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|
|
|
|
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Total shareholders deficit |
(2,604,974 | ) | (184,000 | ) | (2,788,974 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total Liabilities and Shareholders Deficit |
$ | 62,792,673 | $ | 3,237,850 | $ | 66,030,523 | ||||||||||
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The accompanying notes are an integral part of the financial statement.
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the unaudited Balance Sheet of DMY Squared Technology Group, Inc. (the Company) as of October 4, 2022, adjusted for the closing of the underwriters over-allotment option and related transactions which occurred on October 11, 2022 as described below.
The Company consummated its initial public offering (the IPO) of 6,000,000 units (the Units and, with respect to the Class A common stock included in the Units being offered, the Public Shares), at $10.00 per Unit, generating gross proceeds of $60.0 million. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a Public Warrant). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
The Company granted the underwriters in the IPO a 45-day option to purchase up to 900,000 additional Units, at $10.00 per Unit, to cover over-allotments, if any. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 Units, generating gross proceeds of approximately $3.2 million (the Over-Allotment). The underwriters forfeited the remaining balance of the option. The Company incurred additional offering costs of approximately $156,000 in connection with the Over-Allotment (of which approximately $112,000 was for deferred underwriting fees).
Simultaneously with the closing of the IPO on October 4, 2022, the Company completed a private placement (the Private Placement) of an aggregate of 2,840,000 warrants (each, a Private Placement Warrant and collectively, the Private Placement Warrants) at a price of $1.00 per Private Placement Warrant to dMY Squared Sponsor, LLC, a Delaware limited liability company (the Sponsor), generating gross proceeds of approximately $$2.8 million. As of October 4, 2022, the Company received approximately $709,000 in proceeds for the private placement and recorded the remaining balance of approximately $2.1 million as amount due from related party in the accompanying balance sheet. On October 5, 2022, the Company received approximately $1.8 million of the receivable and deposited to the Trust Account, leaving a remaining receivable balance of approximately $300,000. On October 6, 2022, the Company received the full remaining receivable balance from related party. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 Private Warrants at $1.00 per Private Placement Warrant (the Additional Private Placement Warrants), generating additional gross proceeds of approximately $45,000.
In addition, substantially concurrently with the closing of the IPO, the Sponsor provided the Company with the overfunding loan at no interest (the Overfunding Loans) in the amount of $900,000 to deposit in Trust Account. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850, (the Additional Overfunding Loan, and together, the Overfunding Loans) to deposit to the Trust Account.
Upon the closing of the IPO, the Private Placement and the Overfunding Loans, $60.9 million ($10.15 per Unit) of the net proceeds of the sale of the Units and the Private Placement Warrants and the proceeds from the Overfunding Loans were placed in a trust account (Trust Account) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. As of October 4, 2022, the Company deposited approximately $59.1 million in the Trust Account. On October 5, 2022, the Company received certain proceeds from the receivable due from related party and deposited the remaining amount needed in Trust of approximately $1.8 million, for a total of $60.9 million in Trust. A further amount of approximately $3.2 million of the net proceeds from the sale of the Over-Allotment Units and the Additional Private Placement Warrants and the proceeds from the Additional Overfunding Loan was deposited into Trust Account on October 11, 2022, for an aggregate of approximately $64.1 million in Trust ($10.15 per Unit).
In addition, the Sponsor agreed to forfeit up to 225,000 shares of the Companys Class B common stock, par value $0.0001 per share, (the Founder Shares) to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares would represent 20% of the Companys issued and outstanding shares after the Initial Public Offering. The underwriter partially exercised the over-allotment option on October 11, 2022 and forfeited the remainder of the option; thus, 145,250 Founder Shares were forfeited by the Sponsor.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters over-allotment option, the sale of the Private Placement Warrants and the proceeds from Overfunding Loans described above are as follows:
Pro Forma Entries |
Debit | Credit | ||||||||
(a) | Trust Account |
$ | 3,190,000 | |||||||
Derivative warrant liabilities |
$ | 19,140 | ||||||||
Class A common stock subject to possible redemption |
$ | 3,170,860 | ||||||||
To record sale of 319,000 Additional Units at $10.00 per Unit |
||||||||||
(b) | Trust Account |
$ | 44,660 | |||||||
Additional paid-in capital |
$ | 39,300 | ||||||||
Derivative warrant liabilities |
$ | 5,360 | ||||||||
To record sale of 44,660 Private Placement Warrants at $1.00 per additional Private Placement Warrant |
||||||||||
(c) | Class A common stock subject to possible redemption |
$ | 44,392 | |||||||
Offering costs associated with derivative warrant liabilities |
$ | 268 | ||||||||
Trust Account |
$ | 44,660 | ||||||||
To record cash payment of $0.14 per Over-Allotment Unit for underwriting fee |
||||||||||
(d) | Trust Account |
$ | 47,850 | |||||||
Overfunding loans |
$ | 47,850 | ||||||||
To record proceeds from overfunding loans |
||||||||||
(e) | Class A common stock subject to possible redemption |
$ | 110,980 | |||||||
Offering costs associated with derivative warrant liabilities |
$ | 670 | ||||||||
Deferred underwriting commissions |
$ | 111,650 | ||||||||
To record additional deferred underwriting fee on overallotment option |
||||||||||
(f) | Class B common stock |
$ | 15 | |||||||
Additional paid-in capital |
$ | 15 | ||||||||
To record forfeiture of 145,250 shares of Class B common stock |
||||||||||
(g) | Retained earnings |
$ | 183,047 | |||||||
Additional paid-in capital |
$ | 39,315 | ||||||||
Class A common stock subject to possible redemption |
$ | 222,362 | ||||||||
To record accretion of carrying value for Class A common stock |
||||||||||
(h) | Trust Account |
$ | 1,765,000 | |||||||
Cash |
$ | 365,872 | ||||||||
Due from related party |
$ | 2,130,872 | ||||||||
To record proceeds from receivable due from related party |