Exhibit (a)(1)(A)

SUBJECT TO COMPLETION

DRAFT OFFER TO PURCHASE, DATED DECEMBER 30, 2022

NEITHER DMY TECHNOLOGY GROUP, INC. VI NOR ANY OF ITS AFFILIATES HAS COMMENCED THE TENDER OFFER TO WHICH THIS DRAFT OFFER TO PURCHASE RELATES. THE INFORMATION IN THIS DRAFT OFFER TO PURCHASE IS NOT COMPLETE AND MAY BE CHANGED.

OFFER TO PURCHASE FOR CASH

by

dMY Technology Group, Inc. VI

Up to 24,150,000 of its Class A Common Stock

at a Purchase Price of $10.14 Per Share

in Connection with its Consummation of a Proposed Business Combination

 

dMY Technology Group, Inc. VI (the “Company,” “dMY VI,” “we,” “us” or “our”) hereby offers to purchase up to 24,150,000 of its shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $10.14 per share (the “Purchase Price”), net to the seller in cash, without interest, for an aggregate purchase price of up to $244,858,739.51, upon the terms and subject to certain conditions described in this Offer to Purchase (this “Offer to Purchase”) and in the related Letter of Transmittal (“Letter of Transmittal,” which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Offer”).

If you wish to remain invested in dMY VI following the Business Combination (as defined herein), you should not tender your Common Stock pursuant to the Offer, because Common Stock purchased by us pursuant to the Offer will cease to represent an interest in the Company following the Business Combination. However, even if you tender your Common Stock pursuant to the Offer, all outstanding warrants of dMY VI to purchase Common Stock will remain outstanding upon the closing of the Business Combination.

Only shares of Common Stock validly tendered, and not properly withdrawn, will be purchased by us pursuant to the Offer. If we are not able to consummate the Business Combination substantially contemporaneously with the expiration of the Offer, we may amend, terminate, or extend the Offer. If we terminate the Offer, we will NOT: (1) purchase any shares of Common Stock pursuant to the Offer or (2) consummate the Business Combination in accordance with the terms of the Share Purchase Agreement described in this Offer to Purchase. If we do not consummate the Business Combination on or before 18 months from the closing of our initial public offering, which occurred on October 5, 2021 (or 21 months if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the trust account), we will terminate the Offer and will commence winding up our affairs and, liquidate without completing a business combination.

The Purchase Price of $244,858,739.51 represents the amount that was on deposit as of December 29, 2022, in the Trust Account (the “Trust Account”) initially established to hold the proceeds of our initial public offering (“IPO”) net of taxes payable, divided by the 24,150,000 shares of Common Stock sold in the IPO. See “The Offer—General” and “The Offer—Purchase Price.” Public Stockholders who redeem their shares will also be entitled to receive a pro rata portion of the additional accrued interest, if any, remaining in the Trust Account, which we expect to be nominal.

The Offer is being made pursuant to the terms of the Share Purchase Agreement, dated as of December 22, 2022 (as may be amended from time to time, the “Share Purchase Agreement”), by and among dMY VI, Rain Enhancement Technologies, Inc. (“Rainwater Tech”), Rainwater, LLC, Michael Nefkens and Keri Waters (“Sellers”). Upon the consummation of the Business Combination, Rainwater Tech will be a wholly owned subsidiary of dMY VI, and dMY VI will change its name to “Rain Enhancement Technologies, Inc.”.

Rainwater Tech is a business recently formed to combine unique expertise, personnel, and weather data to develop, improve and commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate in the atmosphere. The aggregate consideration to be provided by dMY VI pursuant to the Share Purchase Agreement will consist of: (a) 100 shares of Class A Common Stock of dMY VI and $790 in cash per issued and outstanding share of Rainwater Tech capital stock, representing aggregate consideration to the Sellers of 170,000 shares of Class A Common Stock of dMY VI and $1,343,000 in cash, and (b) an amount of cash equal to the amount on deposit in the Trust Account immediately following the consummation of this Offer (i.e., net of redemptions), minus the amount of any transaction costs and expenses incurred by dMY VI and Rainwater Tech in connection with the Share Purchase Agreement and transactions contemplated thereby, plus the amount of any PIPE Investment (as defined in the Share Purchase Agreement). Pursuant to our Amended and Restated Certificate of Incorporation, we are required, in connection with the Business Combination, to provide all holders of shares of Common Stock (the “public stockholders”) with the opportunity to redeem their shares of Common Stock for cash through a tender offer pursuant to the tender offer rules promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Sponsor and the initial stockholders have agreed to waive their redemption rights with respect to any of their founder shares or public shares, if any, in connection with the consummation of the Business Combination. The Offer is being made to provide the public stockholders with such opportunity to redeem their shares of Common Stock. See “The Offer — Purpose of the Offer; Certain Effects of the Offer.”

THE OFFER IS CONDITIONED UPON THE SATISFACTION OF THE CLOSING CONDITION (AS FURTHER DESCRIBED IN THIS OFFER TO PURCHASE) AND THE OTHER CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE. SEE “THE OFFER—CONDITIONS OF THE OFFER.”

We will fund the purchase of shares of Common Stock in the Offer with cash available to us from the Trust Account upon consummation of the Business Combination. As of December 29, 2022, dMY VI had approximately $244,858,739.51 held in the Trust Account. See “The Offer—Source and Amount of Funds.” The Offer is not conditioned on any minimum number of Common Stock being tendered. The Offer is, however, subject to certain other conditions, including the Closing Condition. See “The Offer—Purchase of Common Stock and Payment of Purchase Price” and “The Offer—Conditions of the Offer.”

dMY VI’s shares of Common Stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “DMYS.” As of December 29, 2022, the closing price of the Common Stock was $10.03 per share. Stockholders are urged to obtain current market quotations for the Common Stock before deciding whether to tender their Common Stock pursuant to the Offer.

dMY VI also has outstanding units (the “Units”), each comprised of one share of Common Stock and one-half of one redeemable warrant (“warrant”). The Units, Common Stock and warrants are also listed on NYSE under the symbols “DMYS.U,” “DMYS” and “DMYS WS,” respectively. The Offer is only open for our Class A Common Stock, and not the Units or the other securities included as part of the Units. You may tender shares of Class A Common Stock that are included in Units, but to do so you must separate the Units into shares of Class A Common Stock and warrants prior to tendering such shares. The separation can typically be accomplished within three business days. See “The Offer—Procedures for Tendering Shares of Common Stock.”

Our board of directors (“Board”) has (i) approved our making the Offer, (ii) approved the Share Purchase Agreement and (iii) determined that the Business Combination is in the best interests of dMY VI and, if consummated, the Business Combination would constitute our initial business combination pursuant to our Amended and Restated Certificate of Incorporation, as amended. If you tender your shares of Common Stock in the Offer, you will not participate in the Business Combination with respect to such Common Stock. However, all outstanding warrants of dMY VI to purchase shares of Common Stock will remain outstanding following the Business Combination.

Our Sponsor, officers, and certain members of our board of directors will directly benefit from the Business Combination and have interests in the Business Combination that may be different from, or in addition to, the interests of dMY VI stockholders. See “The Business Combination—Interests of Certain Persons in the Business Combination.”

You must make your own decision as to whether to tender your shares of Common Stock and, if so, how many shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal, including the purposes and effects of the Offer. See “The Offer—Purpose of the Offer; Certain Effects of the Offer.” You should discuss whether to tender your Common Stock with your broker, if any, or other financial advisors. See “Risk Factors” for a discussion of risks that you should consider, including risks relating to Rainwater Tech, before participating in the Offer.

Our Sponsor and our initial stockholders have agreed to waive their redemption rights in connection with the Offer with respect to the shares of Common Stock they own and as such, will not tender any shares they hold to dMY VI. See “The Offer—Purpose of the Offer; Certain Effects of the Offer” and “The Business Combination— Interests of Certain Persons in the Business Combination.”

The information contained herein concerning Rainwater Tech, its future technology, and industry has been provided by Rainwater Tech.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Offer. Any representation to the contrary is a criminal offense.

Questions and requests for assistance regarding the Offer may be directed to Morrow Sodali LLC, as information agent (the “Information Agent”) for the Offer, at the telephone numbers and e-mail address set forth on the back cover of this Offer to Purchase. You may request additional copies of the Offer to Purchase, the Letter of Transmittal, and the other Offer documents, if any, from the Information Agent at the telephone number and e-mail address on the back cover of this Offer to Purchase. You may also contact your broker, dealer, commercial bank, trust company or nominee for copies of these documents.

[                ], 20[    ]

IMPORTANT

If you desire to tender all or any portion of your shares of Common Stock, you must do one of the following before the Offer expires:

 

•

if your shares of Common Stock are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and have the nominee tender your Common Stock for you;

 

•

if you hold certificates for shares of Common Stock registered in your own name, you must complete and sign the appropriate enclosed Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares of Common Stock and any other documents required by the Letter of Transmittal, to Continental Stock Transfer & Trust Company;

 

•

if you are a participant institution of The Depository Trust Company, or DTC, you must tender your shares of Common Stock according to the procedure for book-entry transfer described in “The Offer—Procedures for Tendering Shares of Common Stock” of this Offer to Purchase; or

 

•

if you are a holder of Units and wish to tender shares of Common Stock included in such Units, you must separate the Units into shares of Common Stock and warrants prior to tendering such shares of Common Stock pursuant to the Offer. For specific instructions regarding separation of Units, you will need to contact your broker and/or see the letter from your broker/nominee, which includes an instruction form for your completion which provides a box to check to request separation of the Units. Accordingly, while we believe that such separation of the Units can typically be accomplished within three business days, no assurance can be given regarding how quickly units can be separated and Unit holders are urged to promptly contact their broker/nominee if they wish to tender the shares underlying their Units. If you fail to cause your shares of Common Stock to be separated in a timely manner before the Offer expires, you will not be able to validly tender such shares of Common Stock prior to the expiration of the Offer.

To validly tender shares of Common Stock pursuant to the Offer, other than shares of Common Stock registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must properly complete and duly execute the Letter of Transmittal and deliver it to us in accordance with the procedures described in Offer to Purchase.

We are not making the Offer to, and will not accept any tendered shares of Common Stock from, stockholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to comply with the applicable laws and regulations to make the Offer to stockholders in any such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender your shares of Common Stock pursuant to the Offer. You should rely only on the information contained in this Offer to Purchase and in the related Letter of Transmittal or other information to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the Offer, you must not rely upon that recommendation, information or representation as having been authorized by us, our board of directors, the Depositary or the Information Agent for the Offer. You should not assume that the information provided in this Offer is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this Offer.

HOW TO OBTAIN ADDITIONAL INFORMATION

This Offer to Purchase incorporates important information about us that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, the appendices or any other documents we file with the SEC, such information is available without charge upon written or oral request. Please contact the Information Agent for the Offering at:

Morrow Sodali LLC

333 Ludlow Street

5^th Floor, South Tower

Stamford, CT 06902

Individuals, please call (800) 662-5200

Banks and brokerage firms, please call (203) 658-9400

Email: DMYS.info@investor.morrowsodali.com

TABLE OF CONTENTS

 

		Page
CERTAIN DEFINITIONS			ii
SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE OFFER			3
RISK FACTORS			13
FORWARD-LOOKING STATEMENTS			41
INFORMATION ABOUT DMY VI			44
INFORMATION ABOUT RAINWATER TECH			46
SELECTED HISTORICAL FINANCIAL INFORMATION OF dMY VI			57
SELECTED HISTORICAL FINANCIAL INFORMATION OF RAINWATER TECH			58
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			59
THE BUSINESS COMBINATION			60
THE SHARE PURCHASE AGREEMENT			76
THE OFFER			81
DESCRIPTION OF DMY VI’S SECURITIES AND MATERIAL DIFFERENCES IN THE RIGHTS OF STOCKHOLDERS FOLLOWING THE BUSINESS COMBINATION			93
DESCRIPTION OF THE COMBINED COMPANY FOLLOWING THE BUSINESS COMBINATION			94
MARKET INFORMATION AND DIVIDENDS			95
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DMY VI			96
PRINCIPAL STOCKHOLDERS			113
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022			121
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			125
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			128
WHERE YOU CAN FIND MORE INFORMATION			132
INDEX TO FINANCIAL INFORMATION			F-1
ANNEX A			A-1

 

i

CERTAIN DEFINITIONS

Unless otherwise stated or where the context otherwise requires, references in this Offer to Purchase to:

 

•

“we,” “us,” “company,” “our company,” or “the company” are to dMY Technology Group, Inc. VI, a Delaware corporation;

 

•

“Additional Agreements” are to the Lock-Up Agreement and Sponsor Support Agreement, as contemplated by the Share Purchase Agreement;

 

•

“Amended and Restated Certificate of Incorporation” means dMY VI’s Certification of Incorporation, as further amended and in effect on the date hereof;

 

•

“Business Combination” are to the acquisition of Rainwater Tech by dMY VI pursuant to the terms of the Share Purchase Agreement;

 

•

“Business Combination Deadline” are to April 5, 2023, the deadline for consummating dMY VI’s business combination;

 

•

“combined company” are to dMY VI (to be renamed “Rain Enhancement Technologies, Inc.”) and its subsidiaries following the consummation of the Business Combination;

 

•

“Common Stock,” or “Class A Common Stock” are to shares of Class A Common Stock sold as part of the Units in dMY VI’s initial public offering;

 

•

“Common Stock Consideration” are to the 100 shares of Class A Common Stock per Rainwater Tech Share to be issued by dMY VI to the Sellers;

 

•

“DGCL” are to the Delaware General Corporation Law as the same may be amended from time to time;

 

•

“directors” are to our current directors and director nominees;

 

•

“Insiders” are to certain holders of securities and signatories to the Sponsor Support Agreement;

 

•

“Exchange Act” are to the United States Securities Exchange Act of 1934, as amended;

 

•

“founder shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein;

 

•

“initial public offering” or “IPO” means dMY VI’s initial public offering of Units at $10.00 per Unit which closed in October 2021;

 

•

“initial stockholders” are to holders of our founder shares prior to this offering;

 

•

“License Agreement” are to the Exclusive License Agreement between Rainwater Tech and Theodore Anderson, dated as of November 21, 2022;

 

•

“Lock-Up Agreement” are to the Lock-Up Agreement substantially in the form attached to the Share Purchase Agreement, to be entered into between dMY VI and the Sellers, simultaneously with the closing of the Business Combination;

 

•

“management” or our “management team” are to our executive officers and directors;

 

•

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of dMY VI’s initial public offering;

 

•

“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

 

ii

•

“Purchase Price” are to $10.14 per share or $244,858,739.51 in aggregate as of December 29, 2022;

 

•

“Rainwater Tech” are to Rain Enhancement Technologies, Inc., a Delaware corporation and business recently formed to combine unique expertise, personnel, and weather data to develop, improve and commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate in the atmosphere.

 

•

“SEC” are to the United States Securities and Exchange Commission;

 

•

“Securities Act” are to the United States Securities Act of 1933, as amended;

 

•

“Sellers” are to Rainwater, LLC, Michael Nefkens, and Keri Waters, who currently own all of the issued and outstanding capital stock of Rainwater Tech;

 

•

“Seller Cash Consideration” are to the $790 in cash per Rainwater Tech Share to be issued by dMY VI to the Sellers;

 

•

“Share Purchase Agreement” are to the Share Purchase Agreement between dMY VI, Rainwater Tech and the Sellers, dated as of December 22, 2022, as may be amended from time to time;

 

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“Sponsor” are to dMY Sponsor VI, LLC, a Delaware limited liability company, which is controlled by Harry L. You, our Chairman;

 

•

“Sponsor Support Agreement” are to the Sponsor Support Agreement between dMY VI, Rainwater Tech, the Insiders and the Sponsor, dated as of December 22, 2022;

 

•

“Trust Account” are to the segregated account at Continental Stock Transfer and Trust Company, where certain of the proceeds from our IPO and the sale of the private placement warrants were deposited pursuant to an Investment Management Trust Agreement by and between dMY VI and Continental Stock Transfer & Trust Company, as trustee;

 

•

“underwriters” are to the underwriters of dMY VI’s IPO;

 

•

“Units” are to the units issued in dMY VI’s IPO; each Unit comprised of one share of Class A Common Stock and one-half of one redeemable warrant (whether they were purchased in the IPO or thereafter in the open market);

 

iii

 

1

 

2

QUESTIONS AND ANSWERS ABOUT THE OFFER

General

 

Q.	Who is offering to purchase the securities?

 

A:	dMY Technology Group, Inc. VI (“dMY VI,” “we,” “us,” “company,” “our company,” or “the company”) is offering to purchase the securities.

 

Q.	What is the background of dMY VI?

 

A:

We are a blank check company, incorporated in Delaware, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 7, 2021, we changed our name from TdMY Technology Group, Inc. to dMY Technology Group, Inc. VI. We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

On October 5, 2021, we consummated an IPO of 24,150,00 Units, including 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241,500,000, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 6,830,000 private placement warrants at a price of $1.00 per warrant in a private placement to dMY Sponsor VI, LLC, generating total gross proceeds of $6.8 million.

Following the closing of our IPO on October 5, 2021, $241,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the private placement warrants was placed in a Trust Account pending our completion of an initial business combination.

Beginning in November 2021, the Common Stock and warrants underlying the Units sold in the IPO began to trade separately.

If we do not consummate an initial business combination by the Business Combination Deadline, it will trigger our automatic winding up, liquidation and dissolution pursuant to the terms of our Amended and Restated Certificate of Incorporation.

 

Q.	Who is Rainwater Tech?

 

A:

Rainwater Tech was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, Rainwater Tech aims to develop, manufacture and commercialize ionization rainfall generation technology. This ionization rainfall generation technology for weather modification seeks to provide the world with reliable access to water, and transform business, society and the planet for the better.

Rainwater Tech expects to combine unique expertise, personnel, and weather data to develop, improve and commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate in the atmosphere. Rainwater Tech plans to build its core technology with software, meteorology, hardware, product design and operations to make rainfall generation more dependable. Rainwater Tech intends to improve on existing rainfall generation technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely quantify the positive water benefit it expects to deliver to millions globally.

Rainwater Tech does not have any operating history and has not yet generated any revenue, and its ability to generate revenue sufficient to achieve profitability will depend on its ability to successfully build and commercialize its rainfall generation technology.

 

3

Rainwater Tech’s management and expected Board of Directors nominees (“Rainwater Tech Board”) include individuals with extensive experience in the water technology industry, which we believe will offer Rainwater Tech advantages, both in terms of its research and development and the commercial value of its intended product offerings.

Following the Business Combination, Rainwater Tech will become a wholly owned subsidiary of the Company and dMY VI will change its name to “Rain Enhancement Technologies, Inc.”.

 

Q.	Who is offering to purchase dMY VI’s Common Stock?

 

A:	dMY VI is offering to purchase its Common Stock.

 

Q.	What securities are sought?

 

A.

dMY VI is offering to purchase up to all of its outstanding shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer. dMY VI’s Sponsor and its initial stockholders have agreed to waive their redemption rights with respect to any of their founder shares or public shares, if any, in connection with the consummation of the Business Combination, and therefore will not tender such shares. If you wish to remain invested in dMY VI following the Business Combination, you should not tender your shares of Common Stock pursuant to the Offer, because shares of Common Stock purchased by dMY VI pursuant to the Offer will cease to represent an interest in the Company following the Business Combination. However, even if you tender your shares pursuant to the Offer, all outstanding warrants to purchase ordinary shares will remain outstanding.

 

Q.	Why are we making the Offer?

 

A.

On December 22, 2022 the Share Purchase Agreement was entered into by and among dMY VI, Rainwater Tech and Sellers. Upon the consummation of the Share Purchase Agreement, Rainwater Tech will become a wholly owned subsidiary of dMY VI, and dMY VI will change its name to “Rain Enhancement Technologies, Inc.”. This Offer is being made in connection with the Business Combination pursuant to our organizational documents to provide our public stockholders with an opportunity to redeem their shares of Common Stock for a pro-rata portion of our Trust Account. The holders of Common Stock issued prior to our IPO, which consists of our officers and directors and their affiliates, have agreed not to tender their shares in this Offer. Promptly following the scheduled Expiration Date, we will publicly announce whether the offer conditions have been satisfied or waived and whether the Offer has been extended, terminated or delayed. If such offer conditions are satisfied or waived, promptly after the Expiration Date and contemporaneous with the completion of the Business Combination, dMY VI shall purchase and pay the Purchase Price for each share of Common Stock validly tendered and not properly withdrawn. The Business Combination must be consummated pursuant to our Amended and Restated Certificate of Incorporation. See “The Business Combination.”

 

Q.	Why is the Offer for 24,150,000 shares of Common Stock?

 

A.

Pursuant to our Amended and Restated Certificate of Incorporation, we are required, in connection with the Business Combination, to provide all holders of our shares sold in our IPO with the opportunity to redeem their Common Stock through a tender offer pursuant to the tender offer rules promulgated under the Exchange Act. The Offer is being made to provide our stockholders with such opportunity to redeem their shares of Common Stock in connection with consideration of the Business Combination. The Sponsor and the initial stockholders of dMY VI have agreed to waive their redemption rights with respect to any of their founder shares or public shares, if any, in connection with the consummation of the Business Combination. See “The Offer—Purpose of the Offer; Certain Effects of the Offer.”

 

4

Q.	What if the conditions to the Offer are not satisfied?

 

A.

Our obligation to purchase shares of Common Stock validly tendered and not properly withdrawn at the Expiration Date is conditioned upon, among other things, the satisfaction of the Closing Condition. If we are unable to satisfy the Closing Condition, we may amend, terminate or extend the Offer. If we terminate the Offer, we will NOT: (i) purchase any shares of Common Stock pursuant to the Offer or (ii) consummate the Business Combination in accordance with the terms of the Share Purchase Agreement. Shares of Common Stock tendered pursuant to the Offer but not purchased by us in the Offer will be returned at our expense promptly following the expiration of the Offer.

If we do not consummate the Business Combination or find an alternative combination within 18 months from the closing of the IPO, or April 5, 2023, or 21 months from the closing of the IPO, or July 5, 2023, if extended , we will commence winding up of our affairs and will liquidate without completing a business combination. See “The Offer—General” and “The Offer—Purchase Price.”

 

Q.	What will be the purchase price for the Common Stock and what will be the form of payment?

 

A.

The Purchase Price for the Offer is $10.14 per share, which amount represents the amount that was on deposit as of December 29, 2022, in the Trust Account initially established to hold the proceeds of our IPO net of taxes payable, divided by the 24,150,000 shares of Common Stock sold in the IPO. All shares of Common Stock we purchase will be purchased at the Purchase Price. Public stockholders who have redeemed their shares will also be entitled to receive a pro rata portion of the additional accrued interest, if any, remaining in the Trust Account, which we expect to be nominal. See “The Offer—General” and “The Offer—Purchase Price.” If your shares of Common Stock are purchased in the Offer, you will be paid the Purchase Price in cash promptly after the Expiration Date.

 

Q.	Has dMY VI or its board of directors adopted a position on the Offer?

 

A.

Our board of directors has (i) approved our making this Offer, (ii) approved the Share Purchase Agreement and (iii) determined that the Business Combination is in the best interests of dMY VI and, if consummated would constitute the initial business combination pursuant to our Amended and Restated Certificate of Incorporation. If the Closing Condition is not satisfied, we will be unable to consummate the Business Combination. If you wish to remain invested in dMY VI following the Business Combination, you should not tender your shares of Common Stock pursuant to the Offer, because shares of Common Stock purchased pursuant to the Offer will cease to represent an interest in the Company following the Business Combination. However, even if you tender your shares of Common Stock pursuant to the Offer, all outstanding warrants to purchase shares of Common Stock will remain outstanding. You must make your own decision as to whether to tender your shares of Common Stock and, if so, how many to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal, including the purpose and effects of the Offer.

The Business Combination

 

Q.	Is there a Share Purchase Agreement related to the Offer?

 

A.	Yes. On December 22, 2022 dMY VI, Rainwater Tech and Sellers entered into the Share Purchase Agreement. Upon the consummation of the Share Purchase Agreement, Rainwater Tech will become a wholly owned subsidiary of dMY VI, and dMY VI will change its name to “Rain Enhancement Technologies, Inc.”.

 

Q.	What is the structure of the Business Combination?

 

A.

Upon the closing of the Business Combination, dMY VI will acquire all the issued and outstanding capital stock of Rainwater Tech from Sellers, in exchange, dMY VI will issue a certain amount of Common Stock and pay a certain amount of cash to Sellers. In addition, Rainwater Tech will issue capital stock to dMY VI in exchange for a certain amount of cash.

 

5

Q.	What will be the ownership and organizational structure of dMY VI after consummation of the Business Combination?

 

A.

After the Business Combination, assuming no tenders of public shares for cash in the Offer and a $10.14 per share purchase price, dMY VI’s current public stockholders will own approximately 79.3% of dMY VI, while dMY VI’s current directors, officers and initial stockholders, including the Sponsor, will collectively own approximately 19.8% of dMY VI and the Sellers will own approximately 0.6% of dMY VI. Assuming tenders by holders of 50% of the outstanding public shares in the Offer and a $10.14 redemption price, dMY VI’s current public stockholders will own 65.7% of dMY VI and dMY VI’s current directors, officers and initial stockholders, including the Sponsor, will own approximately 32.8% of dMY VI and the Sellers will own approximately 0.9% of dMY VI. Assuming tenders by holders of all of the outstanding public shares in the Offer and a $10.14 redemption price, dMY VI’s current public stockholders will own 0% of dMY VI and dMY VI’s current directors, officers and initial stockholders, including the Sponsor, will own approximately 95.7% of dMY VI and the Sellers will own approximately 2.7% of dMY VI.

 

Q.	Will there be a single controlling stockholder following the completion of the Business Combination?

 

A.

Maybe. The ownership of shares of Common Stock following the consummation of the Business Combination will depend on the number of shares of Common Stock that are validly tendered, not validly withdrawn and accepted for payment pursuant to the Offer. Assuming that 24,150,000 shares of Class A Common Stock are outstanding upon consummation of the Business Combination and that all shares of Class A Common Stock have been tendered in the Offer, our Sponsor will beneficially own in the aggregate approximately 95.7% of the outstanding shares of Common Stock. Assuming that 24,150,000 shares of Class A Common Stock are outstanding upon consummation of the Business Combination and that 50% of the shares of Class A Common Stock have been tendered in the Offer, our Sponsor will beneficially own in the aggregate approximately 32.8% of the outstanding shares of Common Stock. See “Principal Stockholders” for more information regarding the beneficial ownership of dMY VI following the Business Combination.

 

Q.	What assumptions have we made when disclosing ownership information?

 

A.

We have made several assumptions with respect to ownership of shares of Common Stock following the consummation of the Business Combination. These assumptions impact certain calculations of post-transaction ownership and voting rights throughout this Offer to Purchase. Unless otherwise expressly stated, all such calculations relating to beneficial ownership and voting rights post-Business Combination assume: (i) that no shares of Common Stock are validly tendered pursuant to the Offer; and (ii) the issuance of 170,000 shares of Common Stock as consideration to the Sellers in connection with the Business Combination.

 

Q.	Are there other agreements that will be entered into in connection with the Business Combination?

 

A.	Yes. In addition to the Share Purchase Agreement, the following agreements have been or will be executed in connection with the Business Combination:

 

•

Lock-Up Agreement. Sellers have agreed to enter into a Lock-Up Agreement, simultaneously with the closing of the Business Combination, with dMY VI with respect to their Common Stock Consideration.

 

•

Sponsor Support Agreement. The Sponsor and Insiders entered into a Sponsor Support Agreement with dMY VI and Rainwater Tech pursuant to which the Sponsor and Insiders have agreed not to participate in this Offer and as dMY VI stockholders to vote against any other business combination.

 

Q.	Are the Offer and the Business Combination conditioned on one another?

 

A.	Yes. Pursuant to the terms of the Share Purchase Agreement, it is a condition to the consummation of the Business Combination that the Offer is conducted in accordance with the terms of the Share Purchase

 

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Agreement, and, pursuant to the terms of this Offer to Purchase, the Offer is subject to the condition that the Closing Condition (as described below) is satisfied, among other conditions. If the Closing Condition is not satisfied by the Expiration Date, we will terminate or extend the Offer. In the event the Offer is terminated, we will promptly return any shares of Common Stock, at our expense, that were delivered pursuant to the Offer upon the expiration or termination of the Offer and we will not consummate the Business Combination. If we do not consummate the Business Combination or find an alternative business combination on or before 18 months from the closing of the IPO, or April 5, 2023 (or until 21 months from the closing of the IPO, or July 5, 2023, if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the Trust Account, as described in more detail herein), we will terminate the Offer and will commence winding up of our affairs and will liquidate without completing a business combination. See “The Share Purchase Agreement.”

 

Q.	What are the most significant conditions to the Offer?

 

A.	Our obligation to purchase shares of Common Stock validly tendered and not properly withdrawn at the Expiration Date is conditioned upon satisfaction of certain conditions.

 

Q.	What are the most significant conditions to the Business Combination?

 

A.	General Conditions

Consummation of the Business Combination is conditioned on the satisfaction of each of the following conditions, among others:

 

•

any required regulatory approvals applicable to the Transactions being obtained;

 

•

no injunction or other order, or law prohibiting, restraining, enjoining or making illegal the Transactions contemplated by the Share Purchase Agreement; and

 

•

the consummation of this Offer.

Conditions to Obligations of dMY VI

The obligations of dMY VI to consummate the Business Combination are subject to the satisfaction or waiver of certain conditions, including the following condition, among others:

 

•

the performance by Rainwater Tech and the Sellers in all material respects of their respective covenants and agreements under the Share Purchase Agreement.

Conditions to Obligations of Rainwater Tech and Sellers

The obligations of Rainwater Tech and the Sellers to consummate the Business Combination are subject to the satisfaction or waiver of certain conditions, including the following condition, among others:

 

•

the performance by dMY VI in all material respects of its covenants and agreements under the Share Purchase Agreement; and

 

•

the approval for listing by NYSE of the Common Stock Consideration.

If any of the conditions to the Business Combination are not satisfied, dMY VI, the Sellers or Rainwater Tech, as applicable, may choose to exercise any applicable right to terminate the Share Purchase Agreement. See “Risk Factors—Risks Relating to the Offer and the Business Combination” and “The Share Purchase Agreement—Conditions to Closing.” We refer to the conditions to the Offer and the Business Combination, as the “offer conditions.” See “The Share Purchase Agreement—Conditions to Closing” and “The Offer—Conditions of the Offer.”

 

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Q.	What interests do our directors, executive officers, and Sponsor have in the Business Combination?

 

A.

Our Sponsor and certain of dMY VI’s directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests of dMY VI’s stockholders. If the Business Combination is not completed by the Business Combination Deadline, dMY VI will be required to liquidate following distribution of the amounts in the Trust Account. In such event, there will be no distribution from the Trust Account with respect to the 6,037,500 shares of Class B common stock held by the Sponsor and other initial stockholders or the 6,830,000 private placement warrants, which would expire worthless. Certain of dMY VI’s directors and executive officers are affiliated with the Sponsor. In addition, the compensation for our independent directors consists solely of shares of Common Stock held by the Sponsor which the Sponsor has agreed to grant to the independent directors, and as a result, if a Business Combination is not consummated, our directors will not have received any compensation for their service.

Unless dMY VI consummates the Business Combination, its officers, directors and their respective affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital. As a result, the financial interest of dMY VI’s officers, directors and their respective affiliates could influence their motivation in pursuing Rainwater Tech as a target and therefore there may be a conflict of interest when determining whether the Business Combination is in dMY VI’s stockholders’ best interests.

In addition, certain of dMY VI’s officers have provided loans to us in the aggregate amount of $215,000 as of September 30, 2022, and we expect that the officers and/or the Sponsor may provide additional loans to us prior to the Business Combination Deadline, which loans are repayable only upon the consummation of a business combination. Therefore, the officers have a financial interest in consummating any business combination, thereby resulting in a potential conflict of interest. The officers could influence dMY VI’s officers’ and directors’ motivation in pursuing Rainwater Tech as a target and therefore there may be a conflict of interest when the directors and officers determine whether the Business Combination is in dMY VI’s stockholders’ best interests.

If the Business Combination with Rainwater Tech is completed, dMY VI intends to propose amendments to its bylaws that will increase the size of the board of directors of Rainwater Tech is expected to be composed of seven directors. Under the Share Purchase Agreement, dMY VI has agreed to take all actions reasonably necessary or appropriate to cause Michael Nefkens to be included on the board of directors as of the closing of the Business Combination. Four of the directors must satisfy applicable independent director requirements.

The exercise of dMY VI’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in best interests of dMY VI’s stockholders.

The Offer

 

Q.	How will dMY VI fund the payment for the Common Stock?

 

A.

We will use funds on deposit in the Trust Account to purchase the shares of Common Stock of redeeming stockholders. See “The Offer—Source and Amount of Funds,” “The Offer—Purpose of the Offer; Certain Effects of the Offer” and “The Share Purchase Agreement.” The Purchase Price for the Offer is $10.14 per share of Common Stock, which amount represents the amount that was on deposit as of December 29, 2022, in the Trust Account initially established to hold the proceeds of our IPO net of taxes payable, divided by the 24,150,000 shares of Common Stock sold in the IPO. Public stockholders who have redeemed their shares will also be entitled to receive a pro rata portion of the additional accrued interest, if any, remaining in the Trust Account, which we expect to be nominal. At December 29, 2022, the balance in our Trust Account was approximately $244,858,739.51.

 

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Q.	How long do I have to tender my Common Stock?

 

A.

The Offer will expire on [                ] at 5:00 p.m., New York City time, unless we extend or terminate the Offer. You may tender your shares of Common Stock pursuant to the Offer until the Offer expires on the Expiration Date. Consistent with the terms of the Offer, we may extend the Offer depending on whether the conditions to the Business Combination have been satisfied and the timing and process of the SEC’s review of the Offer to Purchase and related materials and for other reasons. See “The Offer—General,” “The Offer—Purchase Price,” and “The Offer—Extension of the Offer; Termination; Amendment.” If a broker, dealer, commercial bank, trust company or other nominee holds your shares of Common Stock, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline. See “The Offer—Procedures for Tendering Shares of Common Stock.”

 

Q.	Can the Offer be extended, amended or terminated and, if so, under what circumstances?

 

A.

We may extend or amend the Offer to the extent we determine such extension or amendment is necessary or is required by applicable law, rule or regulation, subject to certain restrictions in our Amended and Restated Certificate of Incorporation and the Share Purchase Agreement. If we extend the Offer, we will delay the acceptance of any shares of Common Stock that have been validly tendered and not properly withdrawn pursuant to the Offer. We can also terminate the Offer if any of the offer conditions listed in “The Offer—Conditions of the Offer” are not satisfied, and the satisfaction thereof has not been waived. See “The Offer—Extension of the Offer; Termination; Amendment.”

 

Q.	How will I be notified if the Offer is extended or amended?

 

A.

If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We will announce any amendment to the Offer by making a public announcement of the amendment. See “The Offer—Extension of the Offer; Termination; Amendment.”

 

Q.	How do I tender my shares of Common Stock?

 

A.

If you hold your shares of Common Stock in your own name as a holder of record and decide to tender your shares of Common Stock, you must deliver your shares by mail or physical delivery and deliver a completed and signed Letter of Transmittal or an Agent’s Message (as defined in “The Offer—Procedures for Tendering Shares of Common Stock”) to Continental Stock Transfer & Trust Company (the “Depositary”) before 5:00 p.m., New York City time, on [                ], or such later time and date to which we may extend the Offer.

If you hold your shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must contact your broker or other nominee if you wish to tender your shares of Common Stock. See “The Offer—Procedures for Tendering Shares of Common Stock” and the instructions to the Letter of Transmittal.

If you are a participant institution of The Depository Trust Company (“DTC”), you must tender your shares of Common Stock, according to the procedure for book-entry transfer described in “The Offer—Procedures for Tendering Shares of Common Stock” of this Offer to Purchase.

You may contact Morrow Sodali LLC (the “Information Agent”) or your broker for assistance. The telephone numbers and e-mail address for the Information Agent are set forth on the back cover of this Offer to Purchase. See “The Offer—Procedures for Tendering Shares of Common Stock” and the instructions to the Letter of Transmittal.

 

9

Q.	Can I tender my Units in the Offer?

 

A.

No. The Offer is only being made for our shares of Common Stock. If any or all of your Common Stock shares are held as part of a Unit and you wish to tender the shares included in such Units, you will need to separate the Unit into its component pieces prior to exercising your redemption rights with respect to the Common Stock in the Offer and undertake all actions necessary to allow for tender of the separated shares. For specific instructions regarding separation of Units, you will need to contact your broker and/or see the letter from your broker/nominee, which includes an instruction form for your completion which provides a box to check to request separation of the Units. The voluntary separation of the Units occurs through the facilities of the DTC and is subject to the procedures of DTC and the various broker/nominees who hold their positions through DTC. Accordingly, while we believe that such separation of the Units can typically be accomplished within three business days, no assurance can be given regarding how quickly units can be separated and Unit holders are urged to promptly contact their broker/nominee if they wish to tender the shares underlying their Units. If you fail to cause your shares of Common Stock to be separated in a timely manner before the Offer expires, you will not be able to validly tender such shares of Common Stock prior to the expiration of the Offer.

 

Q.	Can I tender my warrants in the Offer?

 

A.

No. The Offer is only being made for our shares of Common Stock. We are not offering to purchase our warrants in the Offer. Furthermore, our warrants are not exercisable until the consummation of an initial business combination and therefore a warrant holder will not be able to exercise his, her or its warrants to purchase shares of Common Stock and then tender the shares of Common Stock pursuant to the Offer.

 

Q.	Until what time can I withdraw previously tendered shares of Common Stock?

 

A.

You may withdraw your tendered shares of Common Stock at any time prior 5:00 p.m., New York City time, on [                ] or such later time and date to which we may extend the Offer. In addition, unless we have already accepted your tendered shares of Common Stock for payment, you may withdraw your tendered shares of Common Stock at any time after 5:00 p.m., New York City time, on [                ]. See “The Offer—Withdrawal Rights.”

 

Q.	How do I properly withdraw shares of Common Stock previously tendered?

 

A.

You must deliver, on a timely basis, a written notice of your withdrawal to the Depositary at the address appearing on the back cover page of this Offer in order to properly withdraw your shares of Common Stock. Your notice of withdrawal must specify your name, the number of shares of Class A Common Stock to be withdrawn and the name of the registered holder of such Common Stock. Certain additional requirements apply if the certificates for Common Stock to be withdrawn have been delivered to the Depositary or if your Common Stock have been tendered under the procedure for book-entry transfer set forth in “The Offer—Procedures for Tendering Shares of Common Stock.” See “The Offer—Withdrawal Rights.”

 

Q.	When will dMY VI pay for the shares of Common Stock I tender that are accepted for purchase?

 

A.

We will pay the Purchase Price in cash for the shares of Common Stock we purchase promptly, and in any event concurrently with the consummation of the Business Combination, after (i) the expiration of the Offer if the offer conditions are satisfied or waived (as applicable), and (ii) our acceptance of the shares of Common Stock for payment. We will pay for the shares of Common Stock accepted for purchase by depositing the aggregate Purchase Price with the Depositary promptly after the expiration of the Offer provided that the offer conditions are met. The Depositary will act as your agent and will transmit to you the payment for all of your shares of Common Stock accepted for payment. See “The Offer—Purchase of Common Stock and Payment of Purchase Price.”

 

10

Q.	Will I have to pay brokerage fees and commissions if I tender my shares of Common Stock?

 

A.

If you are a holder of record of your shares of Common Stock and you tender your shares of Common Stock directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your shares of Common Stock in street name through a broker, bank or other nominee and your broker tenders shares or Common Stock on your behalf, your broker may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See “The Offer—Procedures for Tendering Shares of Common Stock.”

 

Q.	What are the U.S. federal income tax consequences if I tender my shares of Common Stock?

 

A.

The receipt of cash for your tendered shares of Common Stock will generally be treated for U.S. federal income tax purposes either as a sale or exchange transaction or as a distribution. Beneficial owners of shares of Common Stock should review “Material U.S. Federal Income Tax Consequences” below and are urged to consult their personal tax advisors with respect to the tax implication of a potential tender of shares pursuant to this Offer.

 

Q.	Will I have to pay stock transfer tax if I tender my shares of Common Stock?

 

A.

We will not pay any stock transfer taxes in connection with this Offer. If you instruct the Depositary in the Letter of Transmittal to make the payment for the shares of Common Stock to anyone other than the registered holder, you may incur a stock transfer tax. See “The Offer—Purchase of Common Stock and Payment of Purchase Price.”

 

Q.	Whom do I contact if I have questions about the Offer?

 

A.

For information or assistance, you may contact the Information Agent at the telephone numbers and e-mail address set forth on the back cover of this Offer to Purchase. You may request additional copies of the Offer to Purchase, the Letter of Transmittal and other related documents from the Information Agent at: (800) 662-5200. Banks and brokers can call collect at (203) 658-9400.

 

Q.	How will the Offer affect the number of shares of Common Stock outstanding and the number of our stockholders?

 

A.

As of December 29, 2022, we had an aggregate of 30,187,500 shares of Common Stock outstanding (including Class B Common Stock). In addition, we had 18,905,000 outstanding warrants (including warrants included in Units) to acquire 18,905,000 shares of Common Stock at an exercise price of $11.50 per whole share.

If no shares of Class A Common Stock are tendered in this Offer, and prior to the completion of the Business Combination, the total number of our outstanding Class A Common Stock will not change (we will have 24,150,000 shares of Class A Common Stock outstanding). If the Offer is fully subscribed, following our purchase of the shares of Class A Common Stock tendered pursuant to this Offer, and prior to the completion of the Business Combination, we will have 6,037,500 shares of Common Stock outstanding (consisting of our Class B Common Stock). However, our Sponsor and the Insiders have agreed not to tender any shares that they own in this Offer. Warrants are not subject to the Offer and therefore the respective number of warrants outstanding will not be affected by the Offer. See “The Offer—Purpose of the Offer; Certain Effects of the Offer,” “The Offer—Source and Amount of Funds” and “Principal Stockholders.”

To the extent any of our stockholders validly tender their shares of Common Stock (without subsequently properly withdrawing such tendered shares of Common Stock) and that tender is accepted by us, the number of our holders would be reduced. See “The Offer—Purpose of the Offer; Certain Effects of the Offer,” and “Source and Amount of Funds.”

 

11

Q.	Is there a limit on the total number of shares of Common Stock that may be tendered?

 

A.

Our Amended and Restated Certificate of Incorporation provides that we may not redeem our ordinary shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of a Business Combination, after giving effect to the completion of the Redemption and any PIPE Investment. Other than this limitation, our Amended and Restated Certificate of Incorporation and the Share Purchase Agreement do not provide a specified maximum redemption threshold. However, we will not consummate the Offer (and therefore the Share Purchase Agreement) if sufficient shares of Common Stock are tendered such that, after giving effect to the PIPE Investment Amount received and the assets acquired in the Business Combination, our net tangible assets will be below $5,000,001. Rainwater Tech’s assets are limited and Rainwater Tech has not yet generated any revenues.

 

Q.	What will happen if I do not tender my shares of Common Stock?

 

A.	Stockholders who choose not to tender their shares of Common Stock will retain their shares of Common Stock and participate in the Business Combination.

Continuing stockholders that do not tender their shares of Common Stock will also be subject to several other risks including:

 

•

reduced public float and therefore reduced liquidity;

 

•

the shares of Common Stock could be delisted from NYSE if we do not meet applicable requirements;

 

•

share price declines; and

 

•

risks related to the operation of Rainwater Tech’s business following the consummation of the Business Combination.

See “Description of dMY VI’s Securities and Material Differences in the Rights of Stockholders Following the Business Combination.”

 

Q.	If I object to the price being offered for my shares of Common Stock, will I have appraisal rights?

 

A.	No appraisal rights will be available to you in connection with the Offer. See “The Offer—Appraisal Rights.”

 

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RISK FACTORS

You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this Offer to Purchase, including matters addressed in the section entitled “Forward-Looking Statements” before you decide whether to tender shares of Common Stock in this Offer. We caution you not to place undue reliance on the forward-looking statements contained in this Offer, which speak only as of the date hereof.

The risks and uncertainties described below include all of the material risks applicable to dMY VI; however, they are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations or the Acquisition.

Risks Relating to the Offer and the Business Combination

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its shares of Common Stock in the future following the completion of the Business Combination or any alternative initial business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of dMY VI might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the shares of Common Stock after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this Offer to Purchase. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If a stockholder fails to receive notice of our offer to redeem our shares of Common Stock in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite our compliance with the tender offer rules, a stockholder fails to receive our tender offer materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer materials that we are furnishing to holders of our shares of Common Stock in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem shares of Common Stock. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

If certain conditions are not met, dMY VI may terminate or extend the Offer.

Upon the consummation of the Offer, we plan to use the cash available from the funds held in the Trust Account to purchase the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer, and the balance will be released to us to fund our working capital and the growth of Rainwater Tech. The trust fund balance at closing is estimated to be approximately $244,858,739.51, assuming no redemptions and excluding payment of transaction expenses and Seller Cash Consideration. Assuming all of the 24,150,000 shares are tendered for redemption, the remaining balance will be further reduced to $0. However, if the conditions to the Offer are not satisfied, we will not be able to access the funds held in the Trust Account and thus will need to terminate or extend the Offer. See “The Offer—Conditions of the Offer.”

 

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The Offer presents potential risks and disadvantages to us and our continuing stockholders.

Although our board of directors has determined that the Acquisition and making the Offer are in the best interests of our stockholders, the Offer exposes us to a number of risks including:

 

•

the use of a substantial portion of the cash in our Trust Account, which reduces the funds available as working capital for our businesses going forward, available for significant cash acquisitions in the future or available for other business opportunities that could create significant value for our stockholders;

 

•

the risk that we would not be able to replenish our cash reserves by raising debt or equity financing in the future on terms acceptable to us, or at all; and

 

•

the risk that the Offer may reduce our “public float,” which is the number of shares owned by non-affiliate stockholders and available for trading in the securities markets, and the number of our stockholders, which may reduce the volume of trading in the Common Stock and may result in lower share prices and reduced liquidity in the trading of the Common Stock following completion of the Offer and limit our ability to meet NYSE listing standards, including having the requisite number of round lot holders or stockholders. Please see risk factor entitled “NYSE could delist our Common Stock, which could limit investors’ ability to transact in our securities and subject us to additional trading restrictions,” below.

Because we may accept for tender up to all of our shares of Common Stock in the Offer, the liquidity of our securities in the open market may be significantly reduced.

We may accept for tender up to all of our shares of Common Stock in the Offer, which would result in significantly fewer shares of Common Stock issued and outstanding and, in turn, would significantly reduce the liquidity of our securities, including our shares of Common Stock that are not redeemed.

Stockholders of dMY VI will not be afforded an opportunity to vote on the Business Combination, which means dMY VI may consummate the Business Combination even though a majority of its public stockholders do not support such a combination.

dMY VI will not hold a stockholder vote to approve the Business Combination before it consummates the Business Combination. Accordingly, dMY VI may consummate the Business Combination even if holders of a majority of its shares of Common Stock do not approve of the Business Combination.

The only opportunities stockholders of dMY VI have to make the investment decision regarding the Business Combination will be to exercise their right to tender shares of Common Stock for cash in the Offer.

Because dMY VI intends to consummate the Business Combination without seeking stockholder approval, stockholders will not have the right or opportunity to vote on the Business Combination. Accordingly, the only opportunities afforded to the stockholders of dMY VI to make an investment decision regarding the Business Combination is to exercise their rights to tender their shares of Common Stock within the period of time (which will be through [                ]) as set forth in this Offer to Purchase.

If dMY VI’s due diligence investigation of Rainwater Tech was inadequate, dMY VI may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause stockholders to lose some or all of their investment following the Business Combination.

Even though dMY VI conducted a due diligence investigation of Rainwater Tech, it cannot be sure that this diligence uncovered all material issues that may be present in Rainwater Tech or its business, or that it would be possible to uncover all material issues through a more protracted amount of due diligence, or that factors outside

 

14

of Rainwater Tech and its business and outside of its control will not later arise. The requirement that dMY VI must complete the Business Combination by the Business Combination Deadline, and dMY VI’s lack of experience investing in or managing companies in the field of weather modification may have limited its ability to perform, and the available time to conduct, due diligence, and the Business Combination may be consummated pursuant to terms that dMY VI would have rejected upon a more comprehensive investigation. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. Accordingly, any of our stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

dMY VI’s board of directors did not, and is not required to, obtain a fairness opinion in connection with the Business Combination.

dMY VI’s board of directors did not, and is not required to, obtain a fairness opinion in determining whether or not to proceed with the Business Combination. Stockholders of dMY VI will be relying on the judgment of dMY VI’s board of directors, who determined the advisability of the Business Combination and that the fair market value of Rainwater Tech is equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account), as required by its Amended and Restated Certificate of Incorporation. dMY VI’s stockholders will be relying on the judgment of its board of directors. Furthermore, the directors may have a conflict of interest in analyzing the transaction due to their personal and financial interests and may be incorrect in its assessment of Rainwater Tech and the Business Combination. As such, no assurance can be provided that Rainwater Tech has a fair market value of at least 80% of the balance in the Trust Account or that the price dMY VI is paying for Rainwater Tech is fair to dMY VI and its stockholders from a financial point of view.

dMY VI may redeem the warrants at a time that is not beneficial to warrant holders.

dMY VI may call the warrants for redemption at any time after the redemption criteria have been satisfied. If dMY VI calls the warrants for redemption, warrant holders may be forced to accept a nominal redemption price or sell or exercise the warrants when they may not wish to do so.

dMY VI may waive one or more of the conditions to the Business Combination.

dMY VI may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws.

The Sponsor, private placement warrant holder, and the Sellers will have registration rights, the future exercise of which may adversely affect the market price of the Common Stock.

Pursuant to an agreement entered into concurrently with dMY VI’s IPO, following the Business Combination, the Sponsor and certain holders of the private placement warrants, may demand that we register their unregistered shares of Common Stock and private placement warrants. In addition, it is expected that at closing of the Business Combination, dMY VI will enter into an Amended and Restated Registration Rights Agreement to, among other things, grant Sellers certain registration rights with respect to the Common Stock Consideration.

dMY VI will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Common Stock.

 

15

Our officers, directors, security holders and their respective affiliates, including the Sponsor, may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Further, we do not have a policy that expressly prohibits any of the Sponsor, officers, directors or their respective affiliates from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

A market for the securities of dMY VI after the Business Combination may not fully develop, which would adversely affect the liquidity and price of our securities.

We intend to continue to list the Common Stock and warrants on NYSE under the symbols “RANY” and “RANY.WS”, respectively, on or promptly after the consummation of the Business Combination, by filing a new listing application with NYSE, however, there is no guarantee that we will meet the NYSE listing requirements. Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities may never fully develop or, if developed, it may not be sustained. In addition, the price of the securities after the offering can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, NYSE for any reason, and are quoted on the Over the Counter markets, the liquidity and price of our securities may be more limited than if we were quoted or listed on NYSE or another national exchange. You may be unable to sell your securities unless a market can be established or sustained.

There is a limited amount of cash available to be used for other corporate purposes by dMY VI.

dMY VI and Rainwater Tech have incurred significant costs associated with the Business Combination, including dMY VI’s expenses of approximately $8.5 million as of December 22, 2022 (see “The Share Purchase Agreement”). These expenses have limited the amount of cash available to be used for other corporate purposes following the Business Combination.

The market price of dMY VI’s securities may decline as a result of the Business Combination.

The market price of dMY VI’s securities may decline as a result of the Business Combination for a number of reasons, including if:

 

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investors react negatively to the prospects of the combined company’s business and the prospects of the Business Combination;

 

•

the effect of the Business Combination on the combined company’s business and prospects is not consistent with the expectations of financial or industry analysts;

 

•

the combined company does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts;

 

•

the value of Rainwater Tech proves to be materially less than the value used by our board of directors to determine the Closing consideration.

Accordingly, investors may experience a loss as a result of decreasing market prices. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

 

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dMY VI’s stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, dMY VI’s stockholders will have experienced dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

In the event that a significant number of shares of Common Stock are tendered in the Offer, the Common Stock of dMY VI may become less liquid following the Business Combination.

If a significant number of shares of Common Stock are tendered in the Offer, dMY VI may be left with a significantly smaller number of stockholders following the Business Combination. As a result, trading in Common Stock following the Business Combination may be further limited and your ability to sell your shares of Common Stock in the market could be adversely affected.

The issuance of Common Stock in connection with the Business Combination, the potential exercise of the outstanding warrants and the issuance of additional Common Stock as a result thereof, or from future public or private offerings, and the automatic conversion of the outstanding rights, will result in substantial dilution and could have an adverse effect on the market prices of dMY VI’s securities.

dMY VI currently has 30,187,500 shares of Class A and Class B common stock outstanding. In connection with the Business Combination and pursuant to the Share Purchase Agreement, dMY VI has agreed to issue 170,000 shares of Common Stock to the Sellers as consideration. Additionally, dMY VI agreed following the closing of the Business Combination, subject to necessary approvals and compliance with law, to reserve up to 500,000 shares of Common Stock for new hire, inducement and similar grants of equity-based awards for Rainwater Tech employees. The issuance of shares of Common Stock as consideration for the Business Combination, the potential exercise of outstanding warrants, and the issuance of additional shares in future public or private offerings, will result in substantial dilution and could have an adverse effect on the market price dMY VI’s securities.

Upon the consummation of the Business Combination, dMY VI’s former public stockholders will own:

 

•

approximately 79.3% of the outstanding shares of Common Stock, assuming no tender of Common Stock in connection with the Offer, a redemption price of $10.14 per share; or

 

•

0% of the outstanding shares of Common Stock assuming all of the Common Stock not owned by the Sponsor are validly tendered and not properly withdrawn, and are purchased, a redemption price of $10.14 per share in the Offer.

The issuance of additional Common Stock, the exercise of warrants and the conversion of rights:

 

•

will significantly dilute the equity interest of existing dMY VI stockholders; and

 

•

may adversely affect prevailing market prices for Common Stock and warrants.

If dMY VI is not able to consummate the Business Combination by the Business Combination Deadline, dMY VI would cease all operations except for the purpose of the winding up of dMY VI, and dMY VI would redeem its public shares and liquidate.

dMY VI is required to complete the Business Combination by the Business Combination Deadline. If dMY VI is unable to consummate the Business Combination by the Business Combination Deadline, dMY VI will, as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the public

 

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shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of investment earnings to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case to our obligations under DGCL to provide for claims of creditors and the requirements of other applicable law.

If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, investors may be forced to wait beyond the Business Combination Deadline before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Common Stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we are unable to complete our initial business combination.

If we are unable to consummate a business combination, our public stockholders may be forced to wait before receiving liquidation distributions.

We have 18 months from the closing of our initial public offering (or 21 months if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the trust account, as described in more detail herein) in which to complete a business combination. We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto and only then in cases where investors have sought to convert their shares. Only after the expiration of this full time period will public stockholders be entitled to liquidation distributions if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, you may be forced to sell your securities potentially at a loss.

Our board of directors may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.

We have 18 months from the closing of our initial public offering (or 21 months as applicable) to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination by April 5, 2023, we may, by resolution of our board of directors, extend the period of time to consummate a business combination to no later than July 5, 2023. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Our Amended and Restated Certificate of Incorporation provides that we will continue in existence only until April 5, 2023 (or until July 5, 2023 if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the trust account, as described in more detail herein)

 

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if a business combination has not been consummated by such time. If we are unable to complete an initial business combination during such time period, it will trigger our automatic winding up, liquidation and dissolution. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them pursuant to such process and any liability of our stockholders may extend beyond the date of such distribution. Accordingly, we cannot assure you that third parties, or us under the control of an official liquidator, will not seek to recover from our stockholders amounts owed to them by us.

If we are unable to consummate a transaction within the required time period, upon notice from us, the trustee of the Trust Account will distribute the amount in our Trust Account to our public stockholders. Concurrently, we shall pay, or reserve for payment, from funds not held in trust, our liabilities and obligations, although we cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us and which have not executed a waiver agreement.

If we are forced to enter into an insolvent liquidation, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

 

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Risks Relating to dMY VI

We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination within 18 months from the closing of the IPO, or April 5, 2023 (or 21 months from the closing of the IPO, or July 5, 2023, if we extend the period of time to consummate a business combination, as described in more detail herein). If we are unable to effect an initial business combination with 18 months (or 21 months), we will be forced to liquidate and our warrants will expire worthless.

We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination within 18 months from the closing of the IPO, or April 5, 2023 (or 21 months from the closing of the IPO, or July 5, 2023, if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the trust account, as described in more detail herein). Unless we amend the current Bylaws to extend the life of dMY VI and certain other agreements into which we have entered, if we do not complete an initial business combination within 18 months from the closing of the IPO, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the dMY VI IPO. In addition, if we fail to complete an initial business combination within 18 months from the closing of the IPO, there will be no redemption rights or liquidating distributions with respect to our Public Warrants or the Private Warrants, which will expire worthless. We expect to consummate the Business Combination and do not intend to take any action to extend the life of dMY VI beyond 18 months from the closing of the IPO (or 21 months from the closing of the IPO, or July 5, 2023, if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the trust account) if we are unable to effect an initial business combination by that date.

Even if we consummate the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of the Public Warrants may be amended.

The exercise price for the Public Warrants is $11.50 per share of Class A Common Stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by our current bylaws and applicable laws. However, if our board of directors determines that a failure to satisfy the condition is not material, then our board of directors may elect to waive that condition and close the Business Combination. We may not waive the condition that our stockholders approve the Business Combination. Please see the section titled “The Share Purchase Agreement—Conditions to Closing” for additional information.

 

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If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that the Sponsor is unable to indemnify), and our warrants will expire worthless.

If we are unable to complete an initial business combination within 18 months from the closing of the IPO, or April 5, 2023 (or 21 months from the closing of the IPO, or July 5, 2023, if we extend the period of time to consummate a business combination by depositing $0.10 per share of Class A common stock into the trust account, as described in more detail herein), our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third-party brings a claim against us that the Sponsor is unable to indemnify (as described herein)) and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriter of the dMY VI IPO against certain liabilities, including liabilities under the Securities Act.

 

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Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of dMY VI. We have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share or (ii) other than due to the failure to obtain a waiver to seek access to the Trust Account, such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our tax obligations, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors, in exercising their business judgment, may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine a favorable outcome is unlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

We have no operating or financial history and our results of operations and those of the combined company may differ significantly from the unaudited pro forma financial data included in this Offer to Purchase.

We are a blank check company and we have no operating history and no revenues. This Offer to Purchase includes unaudited pro forma combined financial statements for the combined company. The unaudited pro forma combined statement of operations of the combined company combines our historical audited results of operations for the period from April 16, 2021 (inception) through December 31, 2021 and the nine months ended September 30, 2022 and gives pro forma effect to the Business Combination as if it had been consummated on April 16, 2021, the beginning of the earliest period presented. The unaudited pro forma combined balance sheet of the combined company combines our historical balance sheet as of September 30, 2022 and gives pro forma effect to the Business Combination as if it had been consummated on September 30, 2022.

 

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The unaudited pro forma combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination or the future consolidated results of operations or financial position of the combined company. Accordingly, the combined company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma combined financial statements included in this document. For more information, please see the section titled “Unaudited Pro Forma Combined Financial Information.”

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States and other jurisdictions, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

•

changes in the valuation of our deferred tax assets and liabilities;

 

•

expected timing and amount of the release of any tax valuation allowances;

 

•

tax effects of stock-based compensation;

 

•

costs related to intercompany restructurings;

 

•

changes in tax laws, regulations or interpretations thereof; or

 

•

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

We may also be subject to a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023, further to the signature of the Inflation Reduction Act of 2022 into federal law. See “Management’s Discussion and Analysis on Financial Condition and Operations of dMY VI – Risks and Uncertainties” for further details on such new excise tax.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Past performance by Sponsor and by our management team may not be indicative of future performance of an investment in dMY VI or the combined company.

Past performance by Sponsor and by our management team is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of Sponsor or our management team’s performance as indicative of the future performance of an investment in dMY VI or the combined company or the returns dMY VI or the combined company will, or is likely to, generate going forward.

We may be unable to obtain additional financing to fund the operations and growth of the combined company.

We may require additional financing to fund the operations or growth of the combined company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the combined company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or following the consummation of the Business Combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and NYSE. In particular, we are required to comply with certain SEC, NYSE and other legal or regulatory

 

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requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination within 18 months from the closing of the IPO may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following April 5, 2023 in the event we do not complete an initial business combination and, therefore, we do not intend to comply with the foregoing procedures. Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination within 18 months from the closing of the IPO is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If, after we distribute the proceeds in the Trust Account to the public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to the public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

 

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Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. To comply with the requirements of being a public company, the combined company will be required to provide attestation on internal controls, and we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Rainwater Tech as a privately-held company. Further, as an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of the combined company are documented, designed or operating.

Testing and maintaining these controls can divert our management’s attention from other matters that are important to the operation of our business. If we identify material weaknesses in the internal control over financial reporting of the combined company or are unable to comply with the requirements of Section 404 or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when we no longer qualify as an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Common Stock. Following the consummation of the Business Combination, our public stockholders will hold approximately 79.3% of our Class A Common Stock, assuming no exercise of redemption rights by our public stockholders. In addition, the holders of founder shares, Private Warrants and warrants that may be issued upon conversion of certain working capital loans, if any, (and any shares of Class A Common Stock issuable upon the exercise of the Private Warrants) are entitled to registration rights pursuant to our existing registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination.

In addition, at the consummation of the Business Combination, dMY VI, the Sellers, Sponsor and certain holders of securities and signatories thereto are expected to enter into the Amended and Restated Registration Rights Agreement, pursuant to which, among other things, dMY VI shall grant Sellers certain registration rights with respect to the registration of the Common Stock Consideration.

NYSE could delist our Common Stock, which could limit investors’ ability to transact in our securities and subject us to additional trading restrictions.

Our securities are listed on the NYSE, a national securities exchange. We cannot assure you that we will be able to remain in compliance with the NYSE listing requirements.

 

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If the NYSE delists our securities, we could face significant material adverse consequences, including:

 

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a limited availability of market quotations for our securities;

 

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reduced liquidity for our securities;

 

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a determination that our Common Stock are a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

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a limited amount of news and analyst coverage; and

 

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a decreased ability to issue additional securities or obtain additional financing in the future.

In addition, it is a condition to consummation to the Business Combination that our Common Stock shall have been approved for listing on NYSE, subject to completion of the Business Combination. If our securities are delisted from NYSE, the Sellers could elect to terminate the Share Purchase Agreement and, as a result, we would not be able to complete the Business Combination, or another business combination, before the Business Combination Deadline.

Risks Relating to Rainwater Tech

Risks Relating to Rainwater Tech’s status as an emerging company

Rainwater Tech has no operating history and has not yet generated any revenues, which makes it difficult to forecast its future results of operations.

As a result of Rainwater Tech’s lack of operating history, its ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including Rainwater Tech’s ability to plan for and model future growth. Rainwater Tech’s ability to generate revenues will largely be dependent on its ability to develop and improve ionization rainfall generation technology. Rainwater Tech’s business model is in the early stages of development and its technical roadmap may not be realized as quickly as hoped, or even at all. The development of Rainwater Tech’s business model will likely require the incurrence of significant costs, while Rainwater Tech’s revenues will not substantially increase due to a required number of technological go-to-market, operational advancements which may not occur on the currently anticipated timetable or at all. Further, in future periods, Rainwater Tech’s growth could slow or decline for a number of reasons, including but not limited to increased competition, changes to technology, inability to develop, improve or effectively scale up Rainwater Tech’s technology, a decrease in the growth of the overall market, or Rainwater Tech’s failure, for any reason, to continue to take advantage of growth opportunities.

Rainwater Tech will also encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If Rainwater Tech’s assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if Rainwater Tech does not address these risks successfully, Rainwater Tech’s operating and financial results could differ materially from its expectations, and its business could suffer. Rainwater Tech’s success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.

Rainwater Tech expects to incur significant expenses and losses for the foreseeable future.

Rainwater Tech believes that it will incur operating and net losses until it is able to grow its one-to-many business model at scale, deliver a robust, sustainable pipeline of customers and acquire long-term, multi-annual contracts. Among other things, Rainwater Tech will incur ongoing expenses in connection with the design, development and manufacturing of its technology, conduct and expansion of its research and development activities, increases in its sales and marketing activities; development of its distribution infrastructure; and increases in its general and administrative functions to support its growing operations.

 

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Rainwater Tech may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Rainwater Tech’s losses. If Rainwater Tech is unable to achieve and/or sustain profitability, or if Rainwater Tech is unable to achieve the growth that it expects, it could have a material effect on Rainwater Tech’s business, financial condition or results of operations. Rainwater Tech’s business model is unproven and may never allow it to cover its costs.

Rainwater Tech’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, including those Rainwater Tech has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Rainwater Tech does not currently have customers, and the variables that go into the calculation of Rainwater Tech’s market opportunity are subject to change over time. There is no guarantee that any particular number or percentage of customers or companies covered by its market opportunity estimates will purchase its products at all or generate any particular level of revenue for Rainwater Tech. Any expansion in Rainwater Tech’s market depends on a number of factors, including the cost, performance, and perceived value associated with its technology.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate total addressable market. To estimate the size of Rainwater Tech’s market opportunities and its growth rates, Rainwater Tech has relied on market reports by leading research and consulting firms. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates about its potential customers that may not prove to be accurate and are based on data published by third parties that Rainwater Tech has not independently verified.

Even if the market in which Rainwater Tech competes achieves the forecasted growth, Rainwater Tech’s business could fail to grow at similar rates, if at all.

Rainwater Tech’s success will depend upon its ability to expand, scale its operations, and increase its sales capability. Even if the market in which Rainwater Tech competes meets the size estimates and growth forecasted, its business could fail to grow at similar rates, if at all.

Rainwater Tech’s growth will be dependent upon its ability to successfully scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner, or at all. Unforeseen issues associated with scaling up the technology at commercially viable levels could negatively impact Rainwater Tech’s business, financial condition and results of operations.

Rainwater Tech’s growth is dependent upon its ability to successfully support and service its customers.

Because Rainwater Tech’s platform is expected to be unique in certain respects, its future customers will require particular support and service functions, some of which are not currently available, and may never be available. If Rainwater Tech experiences delays in adding such support capacity or servicing its future customers efficiently, or experiences unforeseen issues with the reliability of its platform, it could overburden Rainwater Tech’s servicing and support capabilities. Similarly, increasing the number of Rainwater Tech products and services would require it to rapidly increase the availability of these services. Failure to adequately support and service its future customers may inhibit Rainwater Tech’s growth and ability to expand.

Rainwater Tech may not manage growth effectively.

Rainwater Tech’s failure to manage growth effectively could harm its business, results of operations and financial condition. Rainwater Tech anticipates that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on Rainwater Tech’s management, operational

 

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and financial resources. Expansion will require significant cash investments and management resources and there is no guarantee that they will generate additional sales of Rainwater Tech’s products or services, or that Rainwater Tech will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition, Rainwater Tech will also need to ensure its compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of its products. To manage the growth of its operations and personnel, Rainwater Tech must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. Rainwater Tech may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.

Rainwater Tech may need additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and it cannot be sure that additional financing will be available.

Rainwater Tech’s business and its future plans for expansion are capital-intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. Rainwater Tech’s operating plan may change because of factors currently unknown, and Rainwater Tech may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect its business. In addition, Rainwater Tech may seek additional capital due to favorable market conditions or strategic considerations even if it believes that it has sufficient funds for current or future operating plans. There can be no assurance that financing will be available to Rainwater Tech on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for Rainwater Tech to operate its business or implement its growth plans.

Risks Relating to Rainwater Tech’s Business and Industry

There are many risks and uncertainties that may affect Rainwater Tech’s operations, performance, development and results. Many of these risks are beyond Rainwater Tech’s control. The following is a description of the important risk factors that may affect Rainwater Tech’s business and industry. If any of these risks were to actually occur, Rainwater Tech’s business, financial condition or results of operations could be materially adversely affected. Additional risks and uncertainties not currently known to Rainwater Tech or that Rainwater Tech currently considers to be immaterial may also materially adversely affect its business, financial condition or results of operations.

Rainwater Tech can provide no assurance of the effectiveness and success of ionization rainfall generation technology in increasing precipitation.

Commercial applications of ionization rainfall generation technology are still at the initial stages of development, and further development and extensive testing will be required to determine its technical feasibility and commercial viability. The scientific community continues to debate whether rainfall generation technology has been able to produce statistically significant results in augmenting rainfall or other types of precipitation, with some authors suggesting that it remains a “pseudo-science”, whereas other authors have found statistically meaningful results. At this point in time, given the complexities of attributing increased precipitation to weather modification technologies, scientists have neither conclusively proven nor disproven that ionization rainfall generation technologies and/or other types of weather modification technologies augment and optimize precipitation.

Rainwater Tech’s success will depend on its ability to prove and demonstrate, to potential customers and the broader community, scientific and technological advances and to translate such advances into commercially competitive products. Failure can occur at any stage of the process. If the development of this technology is not

 

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successful or the market is not convinced that ionization rainfall generation technologies lead to demonstrable results, Rainwater Tech may invest substantial amounts of time and money without developing revenue-producing products. As Rainwater Tech eventually enters into more robust development and trials of the technology, the data and results generated may not be as compelling as earlier results in previous trials done by third parties.

In light of the unproven technology involved and the other factors described elsewhere in this section, there can be no assurance that Rainwater Tech will be able to successfully complete the development, commercialization or marketing of any new technology or products which could materially harm its business, results of operations and prospects.

Rainwater Tech has not demonstrated it can develop rainfall generation technology and faces barriers in replicating meaningful rainfall generation. If Rainwater Tech cannot successfully overcome those barriers, its business will be negatively impacted and could fail.

Rainfall generation is a difficult undertaking. There are significant engineering, technology, operational and climatological challenges that Rainwater Tech must overcome to deliver consistent results with its platform. Rainwater Tech is in the development stage and faces significant challenges in the development of its rainfall generation platform and in producing the necessary technology and machines in commercial volumes. Some of the development challenges that could prevent the introduction of Rainwater Tech’s technology include, but are not limited to, failure to: find scalable ways to secure real estate to setup and operate trials, pay customer engagements, hire key team members with relevant water expertise, address any and all permitting requirements, establish prototyping scalability and bespoke supply chains, find adequate construction partners, and grow, create and train a productive sales force. Additionally, Rainwater Tech may fail to achieve a high degree of repeat success in rainfall generation, which could lead to a failure to ensure the customer retention required to leverage historical validation of its services. Rainwater Tech may also fail to realize the potential of rainfall generation technology.

Additional development challenges Rainwater Tech is facing include: overcoming skepticism and objections to influencing the water cycle, understanding the science thoroughly to allow acceptable predictability, streamlining its go-to-market strategy, ensuring technology integrations, supporting ongoing projects, building customer brand and engendering loyalty while improving the core technology offering, and managing paying timing of potential overseas governmental customers.

In addition, Rainwater Tech will need to develop the manufacturing process necessary to make rainfall generation technology in high volume. Rainwater Tech has not yet devised or validated a manufacturing process or acquired the tools or processes that may be necessary to produce rainfall generation technology that meets all commercial requirements. If Rainwater Tech is not able to overcome these manufacturing hurdles in building its technology, Rainwater Tech’s business is likely to fail.

Even if Rainwater Tech completes development and achieves volume production of its platform, if the cost, performance characteristics or other specifications of the rainfall generation technology fall short of Rainwater Tech’s projections, Rainwater Tech’s business, financial condition and results of operations would be adversely affected.

Additionally, developing manufacturing techniques to produce the volume required to achieve forecasted production could hinder profitability in the future. If Rainwater Tech’s technology fails to achieve a broad advantage in generating rainfall, its business, financial condition and future prospects may be harmed.

The markets for rainfall generation-related products are in nascent stages, and we may have limited opportunities to license our technologies or sell our products.

The rainfall generation industry is in the early stage of commercializing rainfall generation technology. Skepticism around the efficacy of the technology’s ability to enhance rainfall has hindered previous adoption.

 

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Rainwater Tech’s success will depend upon its ability to expand, scale its operations, and increase its sales capability, which may take longer than expected. Even if the market in which Rainwater Tech competes meets the size estimates and growth forecasted, its business could fail to grow at similar rates, if at all. Rainwater Tech’s growth is dependent upon its ability to successfully scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner, or at all. Unforeseen issues associated with scaling up and constructing Rainwater Tech’s technology at commercially viable levels could negatively impact Rainwater Tech’s business, financial condition and results of operations. Rainwater Tech’s growth is dependent upon its ability to successfully market and sell rainfall generation technology. Rainwater Tech does not have experience with the mass distribution and sale of rainfall generation technology. Its growth and long-term success will depend upon the development of its sales and delivery capabilities.

Rainwater Tech may be harmed by competing technologies.

The markets in which Rainwater Tech operates are rapidly evolving to address increasing global need for reliable access to water, creating additional investment in competition. There has been significant improvement in water generation technologies such as desalination and chemical-based cloudseeding. As these markets continue to mature and new technologies and competitors enter such markets, Rainwater Tech expects competition to intensify. Rainwater Tech could lose market share and its revenues could decline, thereby affecting its earnings and potential for growth. In particular, although Rainwater Tech does not plan to use chemicals in its manufacturing and production process, chemical-based cloudseeding companies may provide additional competition due to the maturity of chemical-based technology, more established historical operational data, stronger research groups, demonstrated effects in specific use cases, market acceptance and funding by recognized institutions.

In the future, Rainwater Tech’s technologies may also compete with other emerging technologies. These technologies may be less expensive and provide higher or additional performance. Companies with these competing technologies may also have greater resources. Technological change could render its technologies obsolete, and new, competitive technologies could emerge that achieve broad adoption and adversely affect the use of its technologies and intellectual property.

Rainwater Tech is dependent on our suppliers and manufacturers, and supply chain issues could delay the introduction of Rainwater Tech’s product and negatively impact its business and operating results.

The manufacture, installation, production and operation of the ionization rainfall generation technology is dependent upon third party suppliers, service providers and networks, including suppliers who have been impacted by COVID-19, the global parts shortage and supply chain disruption. We may be adversely affected if we are not able to obtain the required materials, supplies and critical spare parts required to build the machinery and operate our technology.

Any of the following factors (and others) could have an adverse impact on our operations:

 

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Rainwater Tech’s inability to enter into agreements with suppliers on commercially reasonable terms, or at all;

 

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difficulties of suppliers ramping up their supply of materials to meet Rainwater Tech’s requirements;

 

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a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;

 

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any reductions or interruption in supply, including disruptions on Rainwater Tech’s global supply chain as a result of geopolitical conflicts, which Rainwater Tech may in the future experience;

 

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financial problems of either manufacturers or component suppliers;

 

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•

significantly increased freight charges, or raw material costs and other expenses associated with Rainwater Tech’s business;

 

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other factors beyond Rainwater Tech’s control or which it does not presently anticipate, could also affect its suppliers’ ability to deliver components to Rainwater Tech on a timely basis;

 

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a failure to develop its supply chain management capabilities and recruit and retain qualified professionals;

 

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a failure to adequately authorize procurement of inventory by Rainwater Tech’s contract manufacturers; or

 

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a failure to appropriately cancel, reschedule, or adjust its requirements based on Rainwater Tech’s business needs.

If any of the aforementioned factors were to materialize, it could cause Rainwater Tech to halt production of its rainfall generation technology and/or entail higher manufacturing costs, any of which could materially adversely affect Rainwater Tech’s business, operating results, and financial condition and could materially damage relationships with future customers.

Rainwater Tech’s products may not achieve market success, but will still require significant costs to develop.

Rainwater Tech believes that it must continue to dedicate significant resources to its research and development efforts before knowing whether there will be market acceptance of its Rainwater Tech rainfall generation technologies. Furthermore, the performance of these products is uncertain. Rainwater Tech’s rainfall generation services could fail to attain sufficient market acceptance, if at all, for many reasons, including:

 

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pricing and the perceived value of Rainwater Tech’s systems relative to its cost;

 

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delays in releasing rainfall generation technologies with sufficient performance and scale to the market;

 

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failure to produce products of consistent quality that offer functionality comparable or superior to existing or new products;

 

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ability to produce products fit for their intended purpose;

 

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failures to accurately predict market or customer demands;

 

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defects, errors or failures in the design or performance of Rainwater Tech’s rainfall generation technologies;

 

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negative publicity about the performance or effectiveness of Rainwater Tech’s system;

 

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strategic reaction of companies that market competitive products; and

 

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the introduction or anticipated introduction of competing technology.

To the extent Rainwater Tech is unable to effectively develop and market its rainfall generation technologies to address these challenges and attain market acceptance, its business, operating results and financial condition may be adversely affected.

Rainwater Tech makes significant investments in new products and services that may not achieve technological feasibility or profitability or that may limit Rainwater Tech’s revenue growth.

Rainwater Tech intends to make significant investments in research, development, and marketing of new technologies, products and services. Investments in new technologies are speculative and technological feasibility may not be achieved. Commercial success depends on many factors including demand for innovative technology, availability of materials and equipment, selling price the market is willing to bear, competition and

 

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effective licensing or product sales. Rainwater Tech may not achieve significant revenues from new product and service investments for a number of years, if at all. Moreover, new technologies, products and services may not be profitable, and even if they are profitable, operating margins for new products and businesses may not be as high as the margins we have experienced historically or originally anticipated.

Rainwater Tech may fail to obtain statistically significant results that demonstrate its ability to enhance rainfall.

Rainwater Tech intends to create standardized measurement approaches and collect climatological data in order to demonstrate statistically significant results indicating its ability to successfully achieve rainfall generation. Our ability to achieve replicable statistically significant results is not yet proven, and failure to do so may affect our commercial success. Currently, there is limited research and no historical basis for our ability to develop, manufacture, and deliver this technology, as well as on our ability to implement this technology regardless of location. Rainwater Tech may also experience increased costs relating to obtaining, analyzing, and reviewing data that demonstrates statistical significance of this technology in increasing rainfall.

Rainwater Tech may not be able to accurately estimate the future supply and demand for its rainfall generation technology, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Rainwater Tech fails to accurately predict how customers will adopt its platform, it could incur additional costs or experience delays.

It is difficult to predict Rainwater Tech’s future revenues and appropriately budget for its expenses, and Rainwater Tech may have limited insight into trends that may emerge and affect its business. Rainwater Tech anticipates being required to provide forecasts of its demand to its current and future suppliers prior to the scheduled delivery of products and technology to potential customers. Currently, there is limited research and no historical basis for making judgments on the demand for rainfall generation technology or its ability to develop, manufacture, and deliver this technology, or Rainwater Tech’s profitability, if any, in the future. If Rainwater Tech overestimates customer adoption of its platform, its suppliers may have excess inventory, which indirectly would increase Rainwater Tech’s costs. If Rainwater Tech underestimates its requirements, its suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments and revenues. In addition, lead times for materials and components that Rainwater Tech’s suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If Rainwater Tech fails to accurately qualify customer adoption curves of its platform in the near- and medium-term period, which may cause failure to order sufficient quantities of product components in a timely manner, the delivery of its technology to its potential customers could be delayed, which would harm Rainwater Tech’s business, financial condition and operating results.

Rainwater Tech may fail to accurately estimate the size and growth of customer demands.

There is no assurance that Rainwater Tech will be able to ramp its business to meet customer demands about rainfall timing and predictability. Potential customers may require rapid increases in production on short notice. We may not be able to purchase sufficient supplies or allocate sufficient manufacturing capacity to meet such increases in demand. Rapid customer ramp-up in the future and significant increases in demand may strain our resources or negatively affect our margins. Inability to satisfy customer demand in a timely manner may harm our reputation, reduce our other opportunities, damage our relationships with customers, reduce revenue growth, and/or cause us to incur contractual penalties. Failure to grow at rates similar to that of other competitors in the industry may adversely affect Rainwater Tech’s operating results and ability to effectively compete within the industry.

Rainwater Tech may fail to find adequate sites to operate its systems and machinery.

Our ability to meet our financial and operating objectives depends on our ability to find adequate sites to operate our machines and systems, which can be difficult and expensive. The process to find adequate sites

 

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(including leases) requires numerous compliance with zoning, environmental, and governmental requirements. Further, the cost of operation, including leases, may become economically unfeasible causing Rainwater Tech to abandon or cease operations at said site. Our ability to find such sites could hinder our financial operating objectives and adversely affect operating results.

We may be affected by failures of our customers, both private and public, to meet their payment obligations.

A failure of our future customers to meet their payment obligations may affect our ability to receive payments under our contracts. In addition to our potential contracts with private parties, we expect to derive a portion of our revenues directly or indirectly from contracts with federal, state and city agencies, and other governmental authorities of various countries, in areas relating to, among others, water resiliency, decarbonization, forest fire mitigation, agricultural and other water infrastructure projects. The funding of these programs could be reduced or eliminated due to numerous factors beyond our control, including lack of funding or budgetary constraints due to current political party views, geopolitical events, sovereign default, and other macro- or micro-economic conditions. A reduction or elimination of government spending under our contracts could cause a material adverse effect on our business, financial condition, results of operations and cash flow.

Rainwater Tech’s customers may refuse to pay for rainfall generation services that directly or indirectly benefit other nearby parties.

Rainwater Tech expects its offerings to have an expansive operating range, with rainfall generation occurring anywhere within a 70 mile radius. Accordingly, there may be situations where a party who has not paid for Rainwater Tech’s systems could still benefit from nearby rain generation, particularly since the success of the system is linked to specific weather conditions. It is possible that our customers may not want and/or fail to meet their payment obligations when the rain generation did not solely or directly benefit them or the specific area it was intended to. This failure to collect payment owed may adversely harm Rainwater Tech’s business, financial condition and operating results.

Rainwater Tech’s future success depends in part on recruiting and retaining key personnel and failure to do so may make it more difficult for us to execute the business strategy.

Rainwater Tech is dependent upon the continued services of key personnel, including members of our executive management team who have extensive experience in our industry. The loss of any one of these individuals could disrupt our operations or our strategic plans. Additionally, our future success will depend on, among other things, our ability to continue to retain the necessary qualified sales, marketing and managerial personnel, for whom we compete with numerous other companies, academic institutions and organizations. If we lose key employees, if we are unable to retain other qualified personnel, or if our management team is not able to effectively manage us through these events, our business, financial condition, and results of operations may be adversely affected.

Rainwater Tech’s operations, projects and prospects are located in remote areas, and our production, processing and product delivery rely on the infrastructure and skilled labor being adequate and remaining available.

Rainwater Tech’s success depends to a significant extent on our ability to attract, hire, and train qualified employees, including our ability to attract employees with the necessary skills in the regions in which we will operate. While very technical skills should not be required for basic construction and ongoing maintenance of our systems, in order to successfully operate our platform we will need to hire qualified project managers, engineers, and statisticians who, respectively, can properly and self-sufficiently maintain and manage our systems, evaluate weather data, and have the required expertise to improve system design and functionality. We could experience increases in our recruiting and training costs and decreases in our operating efficiency, productivity and profit margins if we are unable to attract, hire and train a sufficient number of skilled employees to support our operations.

 

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Rainwater Tech’s business is dependent on the international market prices of energy and fiberglass, among other materials, which are both cyclical and volatile.

We expect that our business and financial performance will be affected by the market prices of energy needed to power the platform. Although our cost and energy requirements are modest on a per gallon basis, prices of energy have been subject to wide fluctuations and are affected by numerous factors beyond our control, including international economic and political conditions, the cyclicality of consumption, actual or perceived changes in levels of supply and demand, the availability and costs of substitutes, inventory levels maintained by users, actions of participants in the commodities markets and currency exchange rates. Current or future semiconductor shortages could also affect production. In addition, market prices and supply chain delays in obtaining fiberglass (the key material required for the apparatus design) could potentially inhibit production schedules.

System security and data protection breaches, as well as cyber-attacks, could disrupt Rainwater Tech’s operations, which may damage Rainwater Tech’s reputation and adversely affect its business.

In recent years, cyberattacks, including denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing) and other tactics designed to gain access to and exploit sensitive information by breaching mission critical systems of large organizations have increased in volume and sophistication. Rainwater Tech’s information technology systems and automated machinery, which it will rely on to operate its business, could be exposed to such tactics. Rainwater Tech may also experience unavailable systems, unauthorized access or disclosure due to employee theft or misuse, sophisticated nation-state and nation-state supported actors and advanced persistent threat intrusions. Rainwater Tech may be unable to implement adequate preventative measures or stop security breaches while they are occurring, and attackers may sabotage or to obtain unauthorized access to Rainwater Tech’s systems, networks, or physical facilities. Actual or perceived breaches of Rainwater Tech’s security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about Rainwater Tech, its partners, its customers or third parties could expose us and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to the Rainwater Tech brand and reputation or other harm to the Rainwater Tech business. Additionally, cyberattacks that impacts Rainwater Tech’s ability to operate its platform could result in production errors, processing inefficiencies and unscheduled downtime/degradation of operations, in turn causing the loss of sales and customers, and decreased revenue and increased overhead costs, which could have a material adverse effect on our results of operations.

Unfavorable conditions in Rainwater Tech’s industry or the global economy, could limit the company’s ability to grow its business and negatively affect its results of operations.

Rainwater Tech’s results of operations may vary based on the impact of changes in its industry or the global economy on the company or its potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare, and terrorist attacks on the United States or elsewhere, could cause a decrease in business investments, including the progress on development of rainfall generation technologies, and negatively affect the growth of Rainwater Tech’s business. In addition, in challenging economic times, potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable due to us. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products. Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. Rainwater Tech cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

 

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Risks Relating to the Environment, Health and Safety

Rainwater Tech’s product at any of the equipment sites could be materially adversely affected by changes to weather conditions generally, as a result of climate change or otherwise.

The revenues expected to be generated by Rainwater Tech’s machines are correlated to weather conditions, and timing and predictability of its operations is subject to environmental conditions that Rainwater Tech cannot ultimately control. The technology does not allow rainfall to be created on a clear day. It enhances rainfall when conditions are appropriate in the atmosphere and when cloud formation is underway, thus this is dependent upon irradiance and weather conditions generally. Weather conditions have natural variations from season to season and from year to year and may also undergo long-term or permanent change because of climate change or other factors. While we may try to reduce such risks through studies of present or historical conditions or modelling of future conditions, projections of rain depend on assumptions about weather patterns, shading and irradiance, which are inherently uncertain and may not be consistent with actual conditions at the site. A sustained decline in weather conditions could lead to a material adverse change in the volume of rain generated, revenues and cash flow.

Additionally, climate change may increase the frequency and severity of adverse weather conditions, such as tropical storms, wildfires, droughts, floods, hurricanes, tornadoes, ice storms or extreme temperature, and may have the long-term effect of changing weather patterns, which could result in more frequent and severe disruptions to our technology. Such disruptions may include, among other things, damage to or destruction of our assets or to assets required for weather generation or the impaired operation or forced shutdown of these assets.

Furthermore, because Rainwater Tech’s platform will rely on appropriate conditions, customer satisfaction might be hindered by the factors such as wind speed, wind direction or lack of wind. If these machines are unable to produce the levels the customer want, demands for our services may decrease and our business may be adversely affected. Customers may experience significant financial inputs from insufficient rain increases hindered by the weather.

Customers and others may hold Rainwater Tech accountable for changing environmental and/or weather conditions, including challenges resulting from excessive rain.

Changes in rainfall patterns may lead to extreme weather conditions and unintended consequences, including, but not limited to, excessive rains, natural disasters like mudslides, flooding, changes in rainfall patterns, increased or decreased temperatures, and increased storm frequency and tendency. While Rainwater Tech does not believe that its product could lead to such extreme environmental conditions, changes in environmental conditions in the areas in which we operate could have a material adverse effect on our reputation, which may adversely affect our operations. The system has a large target area coverage which has the potential to generate excess rainfall outside or in extension to desired locations. Timing of targeted rainfall generation is also highly variable, meaning that additional rain may occur at inopportune times, for example during the day in tourism-focused areas.

Customers and others dependent on Rainwater Tech’s services may hold Rainwater Tech accountable for any failures to fulfill increased rainfall expectations.

Rainwater Tech’s future rainfall generation technology may fail to meet Rainwater Tech’s projections for increased rainfall for a variety of reasons, including, but not limited to, technological malfunctioning, regulatory impediments, and operational or financial conditions. Customers whose projects depend on increased rainfall may hold Rainwater Tech accountable for any failures to increase rainfall and the subsequent effect on their respective businesses, such as, a negative return on investments in agricultural projects dependent on increased rainfall. Rainwater Tech may suffer or be exposed to liability or costly litigation from its customers or others whose dependency on increased rainfall is affected. In addition, Rainwater Tech’s reputation may be adversely affected, which may adversely affect Rainwater Tech’s operations and financial condition.

 

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ESG issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

There is an increasing focus from certain investors, customers, consumers, employees and other stakeholders concerning ESG matters. Additionally, public interest and legislative pressure related to public companies’ ESG practices continue to grow, particularly as the SEC considers new rulemaking related to ESG disclosure. If our ESG practices fail to meet regulatory requirements or investor, customer, consumer, employee or other stakeholders’ evolving expectations and standards for responsible corporate citizenship in areas including environmental stewardship, support for local communities, Board of Director and employee diversity, human capital management, employee health and safety practices, product quality, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us.

Customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, dams, energy and water use, and other sustainability concerns. Concern over climate change, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment.

If we do not adapt to or comply with new regulations, or if we fail to comply with disclosure requirements and consequently fail to meet evolving regulatory, investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in Rainwater Tech, and customers and consumers may choose to stop purchasing our products, which could have a material adverse effect on our reputation, business or financial condition.

Political, regulatory and social opposition to our activities could adversely impact our business and reputation.

Disputes and protests related to the nature of our business may arise from time to time. In some instances, lobbying by competitive chemical-based cloudseeding and desalination technologies could slow our growth and ability to address target markets. Disagreements or disputes with research group, institutions, and lobbying groups for competing technology could cause delays or interruptions to our operations, adversely affect our reputation or otherwise hamper our ability to conduct our operations.

Certain individuals or groups opposed to ionization rainfall generation technology may take actions to disrupt our operations and projects, and they may continue to do so in the future, which may harm our operations and could adversely affect our business. Given the variety of rainfall generation approaches, competing claims regarding the efficacy of each approach may make it difficult to delineate the relative impact each approach has on rainfall generation. Certain individuals or groups may oppose our operations by accusing us of unsubstantiated claims regarding environmental pollution and/or health risks, as well as point to our shorter operating history to create uncertainty around the statistical significance of our historical results. Social demands and conflicts could have a material adverse effect on our business and results of operations and areas in which we operate.

Risks Relating to Intellectual Property & Technology

Existing ionization rainfall generation technologies may largely be in the public domain and Rainwater Tech’s competitors could develop and commercialize products similar or identical to Rainwater Tech’s, and its ability to successfully commercialize its products may be adversely affected. Therefore, success of Rainwater Tech’s business is dependent on its ability to create and implement new technologies and to obtain and maintain patent protection for such technologies.

As existing ionization rainfall generation technologies are based on approximately 70 years of technological efforts beginning in the 1950s, the current state-of-the-art of this technology may largely be in the public domain. Therefore, Rainwater Tech’s competitors could develop and commercialize products similar or identical to

 

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Rainwater Tech’s, and its ability to successfully commercialize its products may be adversely affected, and Rainwater Tech’s success depends on its ability to create and implement new or improved ionization rainfall generation technologies that are proprietary to Rainwater Tech. Rainwater Tech will devote significant resources to developing new technologies and intends to seek patent protection to achieve a competitive advantage. Rainwater Tech’s research and development efforts may require long development cycles and a substantial investment before Rainwater Tech can determine the commercial viability of any resulting technologies. Moreover, there is no assurance that Rainwater Tech can successfully develop and market new or improved technologies in a timely or commercially acceptable fashion or obtain patent protection over such technologies. Even if Rainwater Tech is able to obtain patents covering such technologies, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide Rainwater Tech with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States, particularly in those countries where Rainwater Tech’s solutions are likely to be deployed, resulting in significant harm to Rainwater Tech’s business, financial position, results of operations and cash flows.

If Rainwater Tech fails to protect and enforce its future technology and intellectual property, its business will suffer.

Rainwater Tech believes that its success will depend in large part on its ability to protect its future technology and intellectual property, including its ability to obtain intellectual property protection in a timely manner, its ability to convince third parties of the applicability of its potential intellectual property rights to its products and its ability to enforce its intellectual property rights. Rainwater Tech intends to achieve the foregoing through a combination of license, development and non-disclosure agreements and other contractual provisions and patent, trademark, trade secret and copyright laws However, regardless of Rainwater Tech’s efforts to protect its future technology and intellectual property, third parties may attempt to copy or otherwise obtain and use such technology, including through the compromise of Rainwater Tech’s trade secrets. Monitoring unauthorized use of Rainwater Tech’s future intellectual property may be difficult and costly, and the steps Rainwater Tech will take to prevent misappropriation may not be sufficient. Any enforcement efforts Rainwater Tech undertakes, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm its business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard Rainwater Tech’s potential intellectual property, as patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, Rainwater Tech’s potential intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of Rainwater Tech’s intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. If Rainwater Tech fails to adequately protect its future technology and intellectual property, its licensees and competitors may seek to use its technology and intellectual property without the payment of license fees and royalties, which could weaken its competitive position, reduce its operating results and increase the likelihood of costly litigation.

The intellectual property rights of others may prevent Rainwater Tech from commercializing its products or developing new technology or entering new markets, and Rainwater Tech’s business may suffer or be exposed to liability or costly litigation if third parties assert that Rainwater Tech violates their intellectual property rights.

Rainwater Tech’s success depends in part on its ability to commercialize its products and continually adapt to incorporate new technologies and to expand into markets that may be created by new technologies. However, Rainwater Tech may become subject to intellectual property disputes that prevent it from commercializing its products, introducing new technologies or expanding into new markets. Therefore, Rainwater Tech’s success depends, in part, on its ability to develop and commercialize its products without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, Rainwater Tech may not be aware

 

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that its products are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. For example, there may be issued patents of which Rainwater Tech is unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by Rainwater Tech’s offerings. There also may be pending patent applications of which Rainwater Tech is not aware that may result in issued patents, which could be alleged to be infringed by Rainwater Tech’s offerings. Because patent applications can take years to issue and are often afforded confidentiality for some period of time there may currently be pending applications, unknown to Rainwater Tech, that later result in issued patents that could cover Rainwater Tech’s future technologies. Lawsuits can be time-consuming and expensive to resolve, and they divert management’s time and attention. Rainwater Tech’s platform may not be able to withstand any third-party claims against its use. In addition, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. In a patent infringement claim against Rainwater Tech, Rainwater Tech may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of Rainwater Tech’s defenses will depend on the patents asserted, the interpretation of these patents, and its ability to invalidate the asserted patents. However, Rainwater Tech could be unsuccessful in advancing non-infringement and/or invalidity arguments in its defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if Rainwater Tech cannot license or develop alternative technology for any infringing aspect of our business, it may be forced to limit or stop sales of its products or cease business activities related to such intellectual property. Rainwater Tech cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on its business, financial condition or results of operations. Any intellectual property litigation to which Rainwater Tech might become a party, or for which it is required to provide indemnification, regardless of the merit of the claim or its defenses, may require Rainwater Tech to do one or more of the following:

 

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cease selling or using technology that incorporates the intellectual property rights that allegedly infringes, misappropriates or violates the intellectual property of a third party;

 

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make substantial payments for legal fees, settlement payments or other costs or damages;

 

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obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;

 

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redesign the allegedly infringing technology to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible;

 

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rebrand Rainwater Tech or pursue a different trademark; or

 

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indemnify organizations using Rainwater Tech’s platform or third-party service providers.

Even if the claims do not result in litigation or are resolved in Rainwater Tech’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm its business and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Rainwater Tech’s common stock. The occurrence of infringement claims may grow as the market for our products, services and technologies grows. Accordingly, Rainwater Tech’s exposure to damages resulting from infringement claims could increase and this could further exhaust its financial and management resources.

 

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Risks Related to Regulatory and Legal Matters

Rainwater Tech may be subject to certain federal, state and/or local environmental and governmental regulations and laws that limit the scope of our marketplace and affect our business, results of operations and financial condition. Additionally, failure to comply with applicable laws and regulations could subject us to liability and negatively affect our business, results of operations and financial condition.

Certain jurisdictions have codified regulations around cloudseeding technology that may subject Rainwater Tech to certain licensing and permitting requirements. For instance, the Texas Department of Licensing and Regulation (“TDLR”) regulates the use of cloudseeding through a licensing and permitting procedure codified in the Texas Modification Act. Furthermore, the use of certain materials for seeding purposes may be subject to governmental regulation. Rainwater Tech could be subject to the United Nations Convention on the Prohibition of Military or Any Other Hostile Use of Environmental Modification Techniques. This Convention bans hostile weather modifications. It is yet to be determined whether ionization rainfall generation technology is considered hostile. Rainwater Tech could also face liability with respect to environmental issues occurring at sites on which it operates as a result of indirect consequences of rainfall generation, and may face costs or liabilities as a result of its role on sites. In addition, licensing and permitting requirements, among other potential regulatory restrictions, may not only limit the scope of Rainwater Tech’s marketplace, but make it uneconomical for Rainwater Tech to carry out its business in certain locations, thus negatively affecting Rainwater Tech’s financial condition and results of operations.

Rainwater Tech may also be required to comply with economic and trade sanctions administered by governments in the areas in which we currently operate, and where we may operate in the future, including the U.S. government (including without limitation regulations administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State) and the Council of the European Union. These economic and trade sanctions prohibit or restrict transactions to or from or dealings with certain specified countries, regions, their governments and, in certain circumstances, their nationals, and with individuals and entities that are specially-designated, such as individuals and entities included on OFAC’s List of Specially Designated Nationals. Any future economic and trade sanctions imposed in jurisdictions where we operate could negatively impact our business, financial condition, and results of operations.

Our ability to expand in certain locations is subject to land restriction policies and permits which we may fail to obtain or which may be terminated or not renewed by governmental authorities.

Our business is subject to regulation, including with respect to acquiring and renewing the required authorizations, permits, concessions and/or licenses from the relevant governmental regulatory bodies necessary to perform operations in specific, regulated areas. In order to successfully operate our technology, we will need to obtain, or be in the process of obtaining, all material authorizations, permits, concessions and licenses required to conduct our rainfall generation operations.

It may be difficult to receive the required permits, which may require our management team to divert its attention from other aspects of our business, or it may be more capital intensive or a more time consuming process than expected to receive permits, either of which could increase costs and delay the launch of our products. Furthermore, if we do not comply with the requirements set forth in the permits, Rainwater Tech could lose the granted permits or not receive them at all.

These authorizations, permits, concessions and licenses are also subject to our compliance with conditions imposed and regulations promulgated by the relevant governmental authorities. While we anticipate that all required authorizations, permits, concessions and environmental licenses or their renewals will be granted as and when sought, there is no assurance that these items will be granted as a matter of course, and there is no assurance that new conditions will not be imposed in connection with such renewals. If we were to violate any laws and regulations or the conditions of our concessions, authorizations, licenses and permits, we may be subjected to substantial fines or sanctions, revocations of operating permits or licenses and possible closings of

 

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certain of our operations. We may also be subject to the potential risk of confiscation or nationalization of our operating facilities by the governmental authorities of certain countries.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws can subject Rainwater Tech to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially adversely affect our reputation, business, financial condition, and results of operations.

Rainwater Tech will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. The FCPA and the U.K. Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation. Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially adversely affect our reputation, business, financial condition, and results of operations.

 

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FORWARD-LOOKING STATEMENTS

This Offer to Purchase contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. The risks and uncertainties include, but are not limited to:

 

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future operating or financial results;

 

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the risk that governmental and regulatory review of the tender offer documents, including the risk that any required regulatory approvals are not obtained, are delayed, or are subject to unanticipated conditions, may result in the inability to complete the Offer by the Expiration Date;

 

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the ability of dMY VI to consummate the Business Combination and any initial business combination;

 

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the risk that a condition to consummation of the Business Combination may not be satisfied or waived;

 

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expected benefits of the Business Combination;

 

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the risk that following the consummation of the Business Combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations;

 

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future payments of dividends and the availability of cash for payment of dividends;

 

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future acquisitions, business strategy and expected capital spending;

 

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financial condition and liquidity, including our ability to obtain additional financing in the future (from warrant exercises or outside services) to fund capital expenditures, acquisitions and other general corporate activities;

 

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estimated future capital expenditures needed to preserve our capital base;

 

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potential lower return on investment;

 

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the continued listing of our securities on NYSE and the ability to meet the NYSE listing standards, and the potential delisting of our shares from NYSE;

 

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potential volatility in the market price of our Common Stock;

 

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if the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the closing, the combined entity’s securities, may decline;

 

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fluctuations in general economic and business conditions;

 

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Rainwater Tech can provide no assurance of the effectiveness and success of ionization rainfall generation technology in increasing precipitation;

 

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Rainwater Tech has no operating history or revenues, which makes it difficult to forecast its future results of operations;

 

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the execution of Rainwater Tech’s business model, including technology or profitability of its products and services, is not yet proven;

 

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the rain generation industry is in its early stages and is volatile, and if it does not develop, if it develops slower than Rainwater Tech expects, if it develops in a manner that does not require use of Rainwater Tech’s services, if it encounters negative publicity or if Rainwater Tech’s solution does not drive commercial engagement, the growth of its business will be harmed;

 

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Rainwater Tech has not yet proven its ability to develop and implement new technologies, as well as the ability to obtain and maintain intellectual property protections for such technologies;

 

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a substantial portion of Rainwater Tech’s technology is derived from public-source intellectual property and as a result Rainwater Tech may face increased competition;

 

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even if Rainwater Tech is successful in developing rainfall generation systems/technology and executing its strategy, other competitors in the industry may achieve technological breakthroughs which render Rainwater Tech’s technology obsolete or inferior to other products;

 

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if Rainwater Tech’s platform fails to provide a broad, proven advantage in rainfall generation, its business, financial condition and future prospects may be harmed;

 

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Rainwater Tech’s operating and financial results relies upon assumptions and analyses developed by third-party trials. If these assumptions or analyses prove to be incorrect, Rainwater Tech’s actual operating results may be materially different from its forecasted results;

 

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Rainwater Tech’s estimates of market opportunity and forecasts of revenue generation and market growth, including estimates of market opportunity and the ability to meet the supply and demand needs of Rainwater Tech’s customers, may prove to be inaccurate, and even if the market in which it operates achieves the forecasted growth, Rainwater Tech’s business could fail to grow at similar rates, if at all;

 

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Rainwater Tech may be unable to successfully manufacture its products or scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner, or at all. Unforeseen issues associated with scaling up and constructing rainfall generation systems at commercially viable levels could negatively impact Rainwater Tech’s financial condition and results of operations;

 

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Rainwater Tech could suffer disruptions, outages, defects and other performance and quality problems with its rainfall generation systems or the infrastructure on which it relies;

 

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supply chain issues, including a shortage of adequate supply or manufacturing capacity for its systems, could have an adverse impact on Rainwater Tech’s business and operating results;

 

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If Rainwater Tech cannot successfully execute on its strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve its objectives in a timely manner, its business, financial condition and results of operations could be harmed;

 

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Rainwater Tech’s failure to effectively develop and expand its sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its rain generation technology;

 

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the risk of third parties asserting that Rainwater Tech is violating their intellectual property rights;

 

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risks relating to the production and manufacturing of Rainwater Tech’s products, including supply chain issues to obtain required materials, supplies and spare parts to build and operate its platform;

 

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Rainwater Tech must overcome significant engineering, technology, operations and climatological challenges to deliver consistent results;

 

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Rainwater Tech has not to date obtained statistically significant results, and faces risks and uncertainties relating to Rainwater Tech’s ability to obtain statistically significant results and repeat success demonstrating its ability to enhance rainfall;

 

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risks relating to the effect of competing technologies, including desalination and chemical-based cloudseeding technology, on Rainwater Tech’s business;

 

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risks relating to environmental and weather conditions which are correlated with successful rainfall generation, as well as other ESG-related matters;

 

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Rainwater Tech may face liability for changing environmental and/or weather conditions, including challenges resulting from excessive rain;

 

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risks relating to the failures of Rainwater Tech’s customers, both private and public, to meet payment obligations, including refusal to pay for rainfall generation services that directly or indirectly benefit other nearby parties;

 

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risks of system securities and data protection breaches;

 

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Rainwater Tech is highly dependent on its senior technical advisors, and its ability to ability to attract, recruit, and retain senior management, members of its Board of Directors and other key employees, as well as find qualified labor with the particular skills required to manufacture, operate and advance the platform, is critical to its success; if Rainwater Tech is unable to retain talented, highly-qualified senior management, members of its Board of Directors and other key employees or attract them when needed, it could negatively impact its business;

 

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risks regarding potential changes in legislative and regulatory environments that may limit the scope of Rainwater Tech’s marketplace, including land restriction policies and its ability to obtain and maintain permits;

 

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Rainwater Tech may face political, regulatory and social opposition to its business and activities;

 

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assumptions regarding interest rates and inflation;

 

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unanticipated changes in effective tax rates;

 

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potential third party claims reducing proceeds; and

 

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other factors discussed in “Risk Factors.”

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this Offer to Purchase. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this Offer to Purchase. Except as required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Offer to Purchase or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the Securities and Exchange Commission after the date of this Offer to Purchase.

 

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INFORMATION ABOUT DMY VI

Information about dMY VI

dMY VI is a blank check company, incorporated in Delaware, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 7, 2021, we changed our name from TdMY Technology Group, Inc. to dMY Technology Group, Inc. VI. We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

On October 5, 2021, we consummated an IPO of 24,150,00 Units, including 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241,500,000, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 6,830,000 private placement warrants at a price of $1.00 per warrant in a private placement to dMY Sponsor VI, LLC, generating total gross proceeds of $6.8 million.

Following the closing of our IPO on October 5, 2021, $241,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the private placement warrants was placed in a Trust Account pending our completion of an initial business combination.

Beginning in November 2021, the Common Stock and warrants underlying the Units sold in the IPO began to trade separately.

Overview

We believe that emerging technology and new business models, from app ecosystems, gaming, web and mobile device experiences to weather modification technologies and related products, services and solutions, can create compelling companies driven to enhance human experiences. The impact of emerging technologies, particularly those which are climate-related, have and continue to enjoy impressive global growth. We believe that the true potential in this sector remains very high yet under realized as vibrant innovation continues to unfold.

Despite this tremendous overall market size, the universe of weather modification technologies remains unconsolidated. We believe that numerous technologies are poised for significant growth, yet lack the capital and management to do so. As a result, we anticipate the climate technology space will be fertile ground for consolidation and scaling. Network effects in these growing technologies are strong, and scalability has high potential.

Business Strategy

We initially focused our efforts on identifying business within the mobile app ecosystem or consumer internet companies, although dMY VI was not required to limit its activities to any particular industry. In the evaluation of business combination targets, the Board and management team considered a wide variety of complex factors and dMY VI expanded its search to many other segments worldwide beyond the mobile app ecosystem or consumer internet companies. The Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. In evaluating potential businesses and assets to acquire, the Board considered acquisition candidates, utilizing its extensive network of contacts for introductions to potential targets as well as dMY VI’s knowledge of the private company marketplace. dMY VI only evaluated technology companies. The Board and dMY VI management have substantial experience in evaluating the operating and financial merits of companies from a wide range of

 

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industries, including the water generation technology sector. As such, the members of the Board and dMY VI management team believe that they are qualified to conduct and analyze the due diligence required for dMY VI to identify a target company and consummate a business combination.

Our Board and management team have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the water generation technology sector, as well as an extensive network to add substantial value to a target company. We believe that the experience of our management team can guide a target company through attracting and retaining users, strategically spending capital on research, development and marketing, and unlocking the potential of a company’s upside. Our management team possesses the following tools necessary to unlock such potential:

Expertise in growing successful companies in the industrial, services and technology sectors: Our management team has demonstrated consistent prowess in building, investing, nurturing and leading companies in the industrial, services and technology sectors. We believe we can also recruit top talent and use that intellectual capital to great competitive advantage. The members of our management team have a network of relationships with key ecosystem partners in both distribution and monetization of water technologies, experience in scaling cutting edge and innovative hardware, services, and industrial and water technologies, a hiring network of market-making talent in each key function, marketing and customer service experience market more efficiently and monetize more aggressively, experience with global sales organizational structures, and experience scaling all aspects of a consumer technology company.

Ability to mentor and support exceptional executives: The members of our management team have served on many public boards of directors in North America, both within and outside of the mobile industry. They have consummated dozens of acquisitions, and thrived amid complex governance dilemmas and enhanced their companies’ global growth.

Maximizing the value of becoming a publicly traded entity: As a public entity, we believe we offer a wide range of advantages to stakeholders. These include but are not limited to: working with management and stockholders who aspire to have their company become a public entity and generate substantial growth; leveraging our relationships with investment banks and potential strategic partners, transitioning from a private to a public entity may include broader access to debt and equity providers; provision of liquidity for employees and potential acquisitions; strategy and execution guidance; and expansion of branding in the marketplace.

Following the completion of this offering, we will communicate with our management team’s network of relationships, which includes private equity firms, venture capitalists and entrepreneurs, to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities.

 

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INFORMATION ABOUT RAINWATER TECH

Unless otherwise indicated or the context otherwise requires, references in this Business Summary to the company, “we,” “us” “our,” “Rainwater Tech,” and other similar terms refer to Rain Enhancement Technologies, Inc. prior to the Business Combination and to Rainwater Tech and its consolidated subsidiaries after giving effect to the Business Combination.

Overview

Rainwater Tech was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, Rainwater Tech aims to develop, manufacture and commercialize ionization rainfall generation technology. This weather modification technology seeks to provide the world with reliable access to water, and transform business, society and the planet for the better.

Today, water scarcity issues are one of the world’s foremost concerns and the need for more water in most nations has rarely been greater. According to the World Wildlife Fund, 1.1 billion people globally lack access to water for basic necessities, and, according to the American Geophysical Union, 80% of global croplands are expected to experience water scarcity by 2050, threatening agricultural yields.

Rainwater Tech expects to combine unique expertise, personnel, and weather data to develop, improve and undertake efforts to commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate in the atmosphere. Rainwater Tech plans to build its core platform with software, meteorology, hardware, product design and operations to make rainfall generation more dependable. Rainwater Tech intends to improve on existing rainfall generation technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely quantify the positive water benefit it expects to deliver to millions globally.

Rainwater Tech expects to develop, invent, improve, manufacture, commercialize and operate technologies that enhance rainfall and elevate water reserves. We believe that Rainwater Tech’s future technology will yield potable water that can be used for all purposes. The projected cost (other than land) and energy requirements for Rainwater Tech’s future technology are modest on a per gallon basis for communities and ecosystems, estimated by our senior technical advisor to be $0.10 per cubic meter, approximately 10 times less than other alternative technologies. Rainwater Tech intends to enhance agricultural, industrial and household water supplies for all the communities in which it operates by developing technology and services to serve governmental and commercial customers’ needs in creating water resiliency and abundancy.

Rainwater Tech’s business model is based on a unique one-to-many community-centric business model. The numerous customer segments to which Rainwater Tech intends to sell to include: large landowners including agriculture, resorts, energy and transportation companies, insurance and reinsurance companies, decarbonization initiatives of major corporations and philanthropists, supranational governmental organizations, and city, county, state, federal and non-U.S. governments. In addition, Rainwater Tech aims to leverage its offerings and enhance its proprietary position by expanding Rainwater Tech’s water generation products through licensing and acting as a channel partner for additional water generation technologies.

Rainwater Tech does not have any operating history and has not yet generated any revenue, and its ability to generate revenue sufficient to achieve profitability will depend on its ability to successfully build and commercialize rainfall generation technology.

Rainwater Tech’s management and expected Rainwater Tech Board nominees include individuals with extensive experience in the water technology industry, which will offer Rainwater Tech advantages, both in terms of its research and development and the commercial value of its intended product offerings.

 

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Rainwater Tech’s Management Team and Board

Rainwater Tech is a recently-formed company that is building a world-class highly experienced management team and expected Rainwater Tech Board with a strong track record in the industrial, services and water technology sectors in order to accelerate the development, improvement, distribution and monetization of Rainwater Tech’s ionization rainfall generation technology. Its management team combines (i) seasoned public company expertise leading industrial and services firms at tremendous scale with (ii) successful water technology innovation, and (iii) financial leadership for a pioneering science public company. The Rainwater Tech Board is expected to be comprised of leaders in scaling cutting edge innovative, science-led, public companies. The Rainwater Tech Board nominees include luminaries from both the fields of physics, meteorology, globally impactful non-profits, electrical engineering, control systems, and supranational organizations. See “Management—Management of Rainwater Tech After Consummation of the Business Combination.”

Rainwater Tech’s Strategy

Rainwater Tech’s mission is to provide the world with reliable access to water at a time when water scarcity is one of the world’s foremost concerns. Rainwater Tech intends to fulfill its mission by:

 

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Developing and Leveraging Technology. Rainwater Tech believes that its ionization rainfall generation platform will offer substantial technological advantages compared to other competing and more traditional chemical cloudseeding technologies. Rainwater Tech intends to develop a technological lead and build upon it by leveraging and further developing its offerings, as well as its world-class team.

 

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Implementing a One-to-Many Community-Centric Business Model. The Company intends to utilize a “one-to-many” business model, whereby each single hardware system it installs can be used for multiple customers going forward. By bearing the risk on manufacturing and installing its own hardware and technology systems, the Company will be able to own the output, allowing it to sell its rainfall generation technology to multiple customers for each installed system. Once the company breaks even on the costs of a single hardware system, operating leverage of any upfront hardware costs means that incremental customers using the same system are expected to rapidly expand gross margin on each hardware system installed. Customers will be able to pay for prioritized use of the system, allowing Rainwater Tech to grow and scale to serve the needs of both small and large customers. According to our senior technical advisor, the considerable projected range of Rainwater Tech’s ionization systems means that customers could potentially be found within an approximately 35 to 70 mile radius as a result of naturally occurring updrafts (i.e., small-scale currents of rising air) for each single installed system. As such, rollouts across a county can be efficient and cost effective, particularly because installed systems will be monitored remotely. Based on our senior technical advisor, the useful life of Rainwater Tech’s hardware systems is expected to be 10 to 15 years in the field, with opportunities to replace components to extend lifetimes potentially indefinitely, which will allow Rainwater Tech to serve a number of customers with just one operating system over a period of many years. In addition, natural weather conditions will likely contribute to Rainwater Tech’s one-to-many business model by allowing it to leverage certain geographies’ unique environmental features to promote enhanced rainfall production in specific areas and to serve more diverse sets of customers in various locations. Examples of these include strong wind updrafts, humidity and optimal orographic conditions. The one-to-many business model will allow Rainwater Tech to systematically adjust different ionization systems which it has installed based on weather patterns at specific locations, which will permit it to better direct location and timing of the rainfall generation technology.

 

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Developing and Enhancing Rainwater Tech’s Proprietary Position. Rainwater Tech’s management team and Board nominees have decades of operating experience in water infrastructure. Rainwater Tech intends to drive innovation in ionization rainfall generation technology and seek intellectual property protection where appropriate to enhance its technology position.

 

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Expanding Rainwater Tech’s Water Generation Technologies and Ancillary Services. Rainwater Tech plans to develop and commercialize other rainfall and water generation ancillary services in addition to ionization rainfall generation. Rainwater Tech also intends to license and act as a channel partner for additional water generation technologies, including desalination, water purification, mineral extraction and/or cloudseeding, among others.

 

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Developing Rainwater Tech’s Ionization Rainfall Generation Technology Ecosystem. Rainwater Tech seeks to partner with leaders throughout diverse segments to develop, demonstrate, optimize and commercialize its technology and water generation services.

Industry Background: Ionization Rainfall Generation

History and Development of Core Technology

Rainwater Tech’s ionization rainfall generation platform will capitalize on approximately 70 years of technological efforts beginning in the 1950s at one of the largest industrial conglomerates in the United States. Ionization rainfall generation technology has been used for fog dissipation during the cold war, as well as rainfall generation and hail reduction in a number of locales over the decades. Weather forecasting models, computing power plus ground based radar networks have allowed weather forecasting to improve exponentially over the past decade. Cloud condensation nuclei and the water cycle are now broadly accepted science. Water scarcity has unfortunately reached critical levels throughout North America and Europe. Federal and local government, plus Fortune 500 companies all recognize the urgency of action as water becomes a social justice issue.

There is no backup for water in industrial, energy, and agriculture processes and over one billion people are expected to be added to the earth’s population in the next decade.

Traditional cloudseeding involves the use of chemicals dispensed from aircraft at precise moments of raincloud formation, creating potential risks (such as environmental concerns and unintended consequences (such as chemical substances affecting cloudseeding produced rain)). Desalination plants offer an alternative technology for increasing the supply of potable water but such process is highly energy intensive, expensive and requires transportation from coast to inland customers.    

Ionization rainfall generation technology allows for lower operating costs at scale and provides a method that does not use chemicals in the rainfall generation process. Both chemical and ionic approaches have been utilized for weather modification, including rainfall generation, hail reduction, and cloud dispersal.

Historically, piloted cargo aircraft or drones delivered chemicals or ions into clouds at the right time in order to enhance rainfall. However, ionized rainfall generation technology is ground-based, capitalizing on natural updraft airflow. Based on Rainwater Tech’s senior technical advisor’s expertise, the operating range of Rainwater Tech’s ionized rainfall generation equipment is expected to be considerable, as it will be reliant upon natural updrafts to carry the ions into clouds with sufficient water vapor to condense and form rain droplets. According to information provided by Rainwater Tech’s senior technical advisor, prior third-party testing has demonstrated that the equipment’s reliance on natural updrafts would result in it being powered by a minimal source of energy, approximately 600kWh annually based on 100 hours of operation per month, which is approximately the amount required in one year by an average household oven. Moreover, as the technology is developed, Rainwater Tech intends to continue working on ways to maintain low and efficient energy usage.

Ionized rainfall generation technology does not allow rainfall to be created on a clear day. It may enhance rainfall when conditions are appropriate in the atmosphere and cloud formation is underway in an approximately 35 to 70 mile radius, according to third-party testing. Third-party experiments in Oman, which Rainwater Tech’s senior technical advisor participated in through design and support of certain mechanical systems, using ionizers based on existing rainfall generation technology indicate that the majority of the rainfall generation occurs 35 to 70 miles from the ground-based ionizers. This range allows for placement of the equipment to optimize for the cost of land leases, as well as predominant wind flows.

 

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By installing multiple systems at appropriate ranges away from the desired impact area, Rainwater Tech’s approach would allow for enhanced rainfall with high level, broad-based targeting, by synchronizing the ionization on-off with increasingly accurate weather information and forecasting. Rainwater Tech is in the process of partnering with ground-based radars for optimal and powerful real time weather forecasting data access.

Initial install would be more costly than the cloudseeding approaches and requires a small amount of semi-permanent land to operate from. However, Rainwater Tech’s system would be able to operate continually up to 365 days per year, and key post-install costs would be modest, including electricity and monitoring. Once installed, the system is expected to use approximately 600 kwH of energy consumption per year, according to information provided by Rainwater Tech’s senior technical advisor via prior third-party testing. Reliance on natural updrafts would limit targeting but would minimize energy use and avoid using chemicals in the rain generation process. Ultimately, some of the water that condenses due to Rainwater Tech’s operation will come out of nearby oceans per the established ‘water cycle’.

In Oman, over a six-year randomized third-party trial from 2013 to 2018, which our senior technical advisor participated in, an ionization rainfall generation system based on existing technology generated an average of approximately 16% of additional rainfall according to results published by the National Institute for Applied Statistics Research Australia (“NIASRA”), a third party research organization, in the International Statistical Review. Three years after this trial occurred, news reporters in Oman continued to report enhanced rainfall as compared to prior years when the hardware was not operating. In addition, trials performed by third-party individuals funded by the National Key Research and Development Plan of China and the National Natural Science Foundation of China in the Wushaoling and Liupan Mountains in China also indicate that an ionization rainfall generation system helped increase rainfall in the area by 20%. Rainwater Tech believes significant improvements from software, synchronization with real-time weather, and broader placement would lead to even greater rainfall generation. Furthermore, Rainwater Tech believes it has created the first ionization rainfall generation team that will be well capitalized, with the full suite of expertise required, to commercialize and scale ionization rainfall generation.

Trial Results Based on Existing Third-Party Technology

There is a void for institutionally supported analysis for quantifying rainfall generation from rainfall generation technology. Previous rainfall generation trials by third parties relied on comparisons of trial results with long-term averages of rainfall on a given catchment. However, according to Rainwater Tech’s senior technical advisor, the high variability of rainfall data has hindered conclusive demonstrations of efficacy using such techniques. Demonstrating efficacy, however, will rely on statistical evaluation of data obtained while operating the technology under real-world scenarios.

In the third-party trials for previously existing rainfall generation technology in Oman, the NIASRA employed statistical estimation methodology estimating the correlation between observations of rainfall at different locations at specific time intervals to make concurrent predictions of rainfall in a target area with both a control model and effects model to assess the ground-based ionization technology performance. The NIASRA concluded in these third-party trials that the methodology used is well instrumented and scientifically rigorous, and that it has the potential to increase precipitation. Third-party trials in Oman have indicated a high probability of rainfall generation if ionization rainfall generation technologies are used.

In 2022, the model-based approach used in these third-party trials was noted in the Journal of Royal Statistical Society and the International Statistical Review. The International Statistical Review stated that there was considerable statistical evidence that ionization lead to increased rainfall during the trials. The results in these third-party trials demonstrate the plausible practical effects of and plausible analysis methods for the technology that Rainwater Tech intends to develop.

 

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Rainwater Tech’s Business Overview

Ionization Rainfall Generation Market Opportunity

The global water crisis has massive economic implications. Global health organizations estimate that water scarcity in some regions could impact GDP by up to 6% with $260 billion lost globally each year due to lack of basic water and sanitation. Morgan Stanley estimates that $1.4 trillion will be invested in expanding and improving global water infrastructure over the next four years. Rainwater Tech’s economic impact is intertwined with the number of people it can help get access to water they would have otherwise not received, allowing it to capture a significant portion of the impending water spend.

Unlike with the price of fossil fuel commodities, where governments can step in to shield consumers from volatility, water cannot easily be manufactured at large scale. For instance, due to droughts there are cities in California’s Central Valley whose access to water is severely limited, with populations relying upon emergency bottled water handouts to survive. Water tables continue to decline across the West, South and Southwest of the United States to near-emergency levels, and the price of water has climbed.

Rainwater Tech’s ionization rainfall generation services is expected to create large new markets due to its low energy consumption, ease of operation, and large area impact. With a low entry price for access, demand from all customer segments is anticipated to grow strongly, indicated by both initial customer data points as well as the past decade of trials in Oman. Rainwater Tech’s planned technological approach of ground-based ionization stations is expected to allow it to implement a one-to-many community-centric business model, as described above under “Rainwater Tech’s Strategy.” Numerous customers can be sold services off of the same hardware platform. Rainwater Tech intends to create new markets to commercialize and scale ionization rainfall generation by bringing down the cost of its technology, reducing friction to access, and continually improving its technology and capabilities.

Rainwater Tech is pioneering and creating a new market for enhanced rainfall. The Company intends to begin its sales focus in the United States before expanding to Canada and Western Europe. By setting up its ionization rainfall generation systems in areas with many constituent potential customers, it expects to be able to sell up to a dozen segments of user benefits from the same hardware array. Small improvements in annual rainfall make significant differences to industries such as insurance, agriculture and resorts.

Rainwater Tech recognizes that increasing the water table, potable water reserves, greening urban and suburban areas are another way to attract customers. We expect that this will allow each site to make a positive operating contribution with as few as one customer per site. Rainwater Tech intends to target commercial customers in each operating area first, and then move on to potential governmental and philanthropic customers.

Rainwater Tech’s Business Model

Rainwater Tech’s strategy consists primarily of a focus on ground-based ionization stations to implement a one-to-many community-centric business model, as described above under “Rainwater Tech’s Strategy”.

For its initial enhanced rainfall business, Rainwater Tech plans to invest in the development and improvement of ground-based ionization stations, hardware platforms and technologies to enable enhanced rainfall. Leveraging its extensive design, simulation and prototyping capability, it intends to set up its ionization rainfall generation systems in areas with many constituent potential customers, allowing it to sell its technology to numerous segments of users who will all benefit from the same hardware array. Small increases in annual rainfall make significant differences to industries such as insurance, agriculture and resorts, and Rainwater Tech expects to partner with leaders throughout these diverse customer segments to develop, demonstrate, optimize, commercialize and license its technologies.

 

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To increase the likelihood that its technologies are adopted, Rainwater Tech intends to lead with the development of its technology and then determine reasonable royalties for its patented inventions. Successful negotiation of these royalties is generally dependent on:

 

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Explaining the benefits of Rainwater Tech’s services, including any size, power and performance benefits;

 

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Explaining the value proposition over existing or alternative technologies;

 

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Explaining the manufacturability of the technologies;

 

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Countering bias against externally developed solutions; and

 

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Providing technical and market data supporting our products.

Rainfall generation technology integrates several advanced engineering and scientific disciplines, and the resulting products are of interest in a broad variety of application domains. As such, Rainwater Tech continues its ongoing development of strong technical and business relationships with both current and prospective customers across diverse industries. Those customer relationships provide not only a source of ongoing and growing revenue but also insights into industry trends that will help Rainwater Tech build desirable products. For instance, Rainwater Tech plans to pioneer new technologies for image processing and object recognition, while staying apprised of potentially relevant technical advances from elsewhere.

Rainwater Tech’s business model will allow for affordable installation and manufacturing costs, expected to initially be approximately $250,000 per system. We expect these initial administrative, setup and manufacturing costs to include, among other expenses: power systems, control systems, all the fiber-reinforced plastic and steel work, shipping and inspections. This entry level installation price point will allow customers to be ‘laddered up’ with a ‘land and expand’ sales strategy, which will also involve continued involvement with Rainwater Tech as it expects to be the sole operator for its rainfall generation services.

Rainwater Tech intends to develop and improve software and machine learning control systems to provide more specific area targeting, as well as more precise operating timing. We believe that Rainwater Tech’s prospective partnerships for proprietary radar and weather data will give it customer segmentation and pricing opportunities. Wherever possible Rainwater Tech will endeavor to strike multi-year WaaS (“water as a service”)-like customer contracts.

Commercialization of Water Technology

Rainwater Tech has pulled together ingredients to commercialize and scale ionization rainfall generation. Rainwater Tech also intends to acquire and license adjacent technologies that expand its solutions offering to customers. Its management and Board nominees have tremendous experience scaling hardware, services, industrial and water technologies over the prior decades. R&D leadership and technology is important, however the Rainwater Tech team knows that operations, sales, marketing, and customer service are equally vital to drive product-market fit at scale.

Rainwater Tech also has a global hiring and relationships network to tap into to promote the acceleration of its channel and customer traction. It will implement best in class global sales organization structures and methodologies. By adding adjacent technologies over time, Rainwater Tech expects to leverage a unified global sales team in the hundreds to sell multiple solutions to the same customer base, increasing its presence with customers as well as drive bottom-line margin contribution.    

Rainwater Tech recognizes that long term success is about customer satisfaction and delivering solution efficacy and reliability. Manufacturing optimization, build-of-material value engineering, and the generation of software controls and machine learning are all expected to play vital roles in driving sustained and profitable growth. Rainwater Tech also is negotiating partnerships with global manufacturing, supply-chain firms to ensure the smooth rollout of its ionization rainfall generation systems worldwide.

 

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As part of its commercial strategy, Rainwater Tech intends to negotiate agreements with various resorts across the Americas and Western Europe to utilize Rainwater Tech’s technology to build up the water tables around these resorts. Success in these initial agreements will allow the Company to leverage its success to a number of different resorts and properties worldwide. Our Rainwater Tech Board nominees also have longstanding relationships with some of the largest hotel chains in the world, which will enable Rainwater Tech to leverage and engage these types of customers in initial trials of its technology.

Manufacturing

Rainwater Tech plans to involve a set of manufacturing partners that have previously manufactured versions of Rainwater Tech’s technology in Australia, along with a list of similar manufacturing partners in the United States.

Rainwater Tech’s apparatus design will be optimized to be modular, resulting in a high level of consistency and predictability with each build. The initial design is projected to weigh about 1,000 kilograms, and be shipped in four large crates. It will require a crane and some in-situ general contractor project management to pour a concrete pad for the footings. The power necessary to operate the system is expected to be generated by off-grid solar panel systems, for which a small array will typically suffice (however, batteries may be used depending on daylight and weather conditions). We believe that the apparatus will be capable of being assembled with several people and a crane in only a few days.

The majority of the parts will be fabricated by a steel fabricator and welded or pre-drilled for on-site assembly. The antenna components will largely be made from fiberglass reinforced polyester (“FRP”) by a chemical tank fabricator. The main components to be sourced will be steel and FRP, along with readily available controllers, electronics, metal and nylon fasteners. Rainwater Tech intends to develop and incorporate into the machines advanced technology, including systems integration and artificial intelligence to improve predictability of location and timing of enhanced rainfall.

Rainwater Tech plans to do its own sourcing for the materials required to operate its products and intends to maintain either no inventory or a small inventory in its own leased warehouse. Rainwater Tech expects to work with customers and their general contractor partners for custom installation plans for each device.

Customers

Rainwater Tech’s business model is based on a unique one-to-many community centric business model. We initially intend to focus primarily on geographic areas in North America and Western Europe, before further global expansion. The various customer segments where Rainwater Tech intends to sell to include, among others:

 

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Large landowners, scaled agriculture, wineries, ranches, farmland, golf courses and resorts;

 

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Energy and transportation companies, including hydroelectric, nuclear power, and river cargo;

 

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Entities actively managing and or building water sources (i.e., farmers, ranchers managing active dams or adding more dams);

 

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Fracking industry (due to massive water needs of up to 9.7 million gallons of water for a single well);

 

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Insurance and reinsurance companies (i.e., fire prevention);

 

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Decarbonization initiatives of major corporations and philanthropists, including substantial ESG impacts from growing flora and greening;

 

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Supranational governmental organizations headquartered in the US and EU;

 

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Water agencies and authorities in city, county, state, and federal governments; and

 

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Companies focused on creating drinkable water from sustainable sources of water (i.e., rain-bottled Rainwater Tech companies).

 

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Large landowners have the benefit of controlling the land for ionization rainfall generation equipment deployment and its measurement using automated rain gauges, as well as benefitting from the entire rainfall generation. Large landowners who are willing to provide positive externalities to land adjacent to them are anticipated as early adopters of Rainwater Tech’s services.

We think energy and transportation companies will also benefit in a very binary manner from enhanced rainfall, as they often cannot operate without sufficient water levels. Rainwater Tech’s business plan contemplates that these companies will be willing to pay an annual sum to subscribe to and utilize Rainwater Tech’s services to maximize their operational capacities.

In another segment, we plan to enter into arrangements (which currently do not exist) that will allow insurance premiums to be reduced for homeowners in regions taking active measures to enhance rainfall. The added benefit to such homeowners comes in the form of decarbonization contribution, habitat expansion and greening.

Governments are a typically slower sales cycle, however at all levels are capable of including an annual allowance for rainfall generation, which we expect would be a longstanding budget item once adopted. Supranational organizations such as the World Bank and IFC can commit to sizable programs for improving water reserves, the water table and potable water (although there can be no assurances that they will do so). Both developed and emerging markets are in need of Rainwater Tech’s technology and we anticipate significant traction in this category.

Sales and Marketing

Rainwater Tech’s sales activities will focus primarily on rain generation services to public clients and commercial markets, as well as water conservation consulting and solutions. In the future, Rainwater Tech plans to expand its sales activities to other water generation technologies, such as desalination, wastewater treatment, water purification, mineral extraction and cloudseeding, among others. Product marketing focuses on identifying the needs and product requirements of its customers. Product marketing also manages the development of all of its technologies throughout the development cycle and creates the required marketing materials to assist with the adoption of the technologies to its various customer segments.

Principal Factors Affecting Barriers to Entry & Competitive Landscape

Barriers to Entry

There are a number of barriers to entry in the ionization rainfall generation industry, including, among others: (a) key technical personnel, (b) scientific expertise to drive development and improvements of technology (including software and machine learning automation), (c) customer relationships/contracts, (d) manufacturing and supply chain efficiencies, (e) key sales & marketing personnel, and (f) brand awareness. Another barrier to entry involves market expansion, specifically with respect to expanding our services from initial trials into customers including, among others, commercial customers, land developers and the agricultural sector.

Competitive Position

The operating competitive landscape has minimal to no brand awareness amongst customers, and is comprised of primarily players in the following categories: (i) mature industrial/chemicals/waste water, (ii) cloudseeding startups, (iii) adjacent water startups, and (iv) existing governmental operations. As with every vibrant pioneering technology ecosystem, several startups in the water technology sector have ceased operating over the years, however we also expect to see other competing technologies emerge.

 

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As a result of its combination with dMY VI, Rainwater Tech anticipates being the best capitalized company in the rainfall generation sector. This capital will enable the company to drive growth both organically and inorganically. We plan to acquire and/or license adjacent technologies and add them to the product portfolio of Rainwater Tech. We intend to implement best practices for structure and compensation to help retain all key technical and customer-facing talent.

We anticipate that being the first publicly traded rainfall generation firm can facilitate growth in customer momentum, due to the enhanced visibility and higher caliber of employees Rainwater Tech can attract with liquid equity instruments. Rainwater Tech expects that having an acquisition currency will also allow it to outcompete private competitor companies in terms of inorganic growth opportunities.

Rainwater Tech’s capitalization and visibility on the NYSE will be a considerable advantage over smaller private companies in the water technology sphere. Rainwater Tech also aims to retain the advantages of a nimbler startup over long-established industrial players. Moving quickly to capitalize on innovations and unlock new customer demand is expected to be a hallmark of Rainwater Tech’s approach given its team’s track record.

Rainwater Tech plans to begin operations with a clear eye on value engineering, manufacturing scale and optimizations, as well as a world class software and machine learning team. Rainwater Tech is currently negotiating a near-shore supply chain to minimize lead time and shorten turnaround times for new innovation, and it intends to have R&D and manufacturing all in the same building.

Integrating the latest weather forecast techniques and data, along with automated control systems and water gauge measurements will enable continual improvement of any existing generation of hardware in the field. The Company’s scientific and engineering senior technical advisors will enable the generation of new inventions as well as continual incremental refinements that bolster efficiency, directionality, and volume of rainfall generation.

Rainwater Tech management estimates that each equipment site is expected to break even on approximately $1 million of annual revenue on a cash flow basis (with hardware costs factored in year one), plus operating costs. Multi-year contracts will be sought to make it difficult for new entrants to win market share. Rainwater Tech’s business model will be focused on achieving long term customer lock-in through SaaS-like, multi-annual contracts.

Moreover, there are several approaches to rainfall generation besides Rainwater Tech’s approach. There are companies developing and commercializing chemical-based cloudseeding technologies. These companies utilize traditional cloudseeding technology, which involves the use of chemicals such as silver iodide, potassium iodide and dry ice that are dispensed from aircrafts at precise moments of raincloud formation creating potential risks and unintended consequences. Compared to the traditional chemical cloudseeding approach, Rainwater Tech’s ionization rainfall generation approach does not use chemicals in the rain generation process. Moreover, we think that Rainwater Tech’s ionization rainfall generation could enjoy lower operating costs than traditional chemical cloudseeding. Lastly, the difference between Rainwater Tech and these companies lies in the expertise in operations and leading team of water entrepreneurs that provides Rainwater Tech with a competitive advantage.

Use of Proceeds

Rainwater Tech’s primary use of proceeds will be to support the development and organic growth of its ionization rainfall generation platform. Additional water technologies can be acquired or licensed provided a significant margin of error is maintained on reaching profitability on the ionization rainfall generation.

Approximately equal components of investment are expected in building Rainwater Tech’s sales and marketing infrastructure, as its technical (hardware, software, physics and engineering) and operations (customer, install, maintenance and manufacturing) talent. Attracting and retaining the leading talent in the world, and manufacturing and installing its hardware will be the primary use of capital through breakeven.

 

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Additional rainfall generation technologies, as well as adjacent desalination, wastewater treatment, water purification, mineral extraction, cloudseeding and other water generation services may be considered for inorganic expansion. Rainwater Tech’s expected Board has a strong background in leading consolidation plays in the public markets and views a single global salesforce as a powerful asset for bolting on additional products and services.

Government and Other Regulations

Rainwater Tech expects its technology will be subject to certain environmental and governmental regulations. Certain jurisdictions have codified regulations around cloudseeding that may subject Rainwater Tech’s rainfall generation platforms to certain licensing and permitting requirements. For instance, the TDLR regulates the use of cloudseeding through a licensing and permitting procedure codified in the Texas Weather Modification Act. Furthermore, the use of certain materials for seeding purposes will likely be subject to governmental and other regulations. For more information, see “Risk Factors—Risks Related to Regulatory and Legal Matters”.

Research & Development

Rainwater Tech’s research and development groups will work closely with its sales and marketing groups, as well as its customers and partners, to bring its products to market in a timely, high-quality and cost-efficient manner. Rainwater Tech expects research and development costs to total approximately $2.2 million per year.

Rainwater Tech has a roadmap of technological developments and improvements it plans to undertake, including optimizing the electrical and mechanical components to maximize the number of ions produced, improving the design for cost, installation, and attaining the maximum number of ions aloft and directionally into the cloud layer. Rainwater Tech also intends to develop and improve software and machine learning control systems to provide more specific area targeting, as well as more precise operating timing. We are developing a roadmap of software features to optimize power consumption, improve serviceability and reduce site visits, as well as to integrate with third party weather-data sources.

In its ionization rainfall generation business, Rainwater Tech will invest in world-class R&D supported by strong relationships. Rainwater Tech aims to offer advantages in generation rainfall technology, providing distinctive features, low-energy technology, ease of operation and large area impact to its customers. Rainwater Tech further intends to license and act as a channel partner in additional water generation technologies. Rainwater Tech intends to have relationships with an assortment of water technology partners, whose licensed technologies include cloudseeding, water purification, and mineral extraction, among others. Rainwater Tech intends to license these technologies and introduce them to its already established customers and prospective customers.

Intellectual Property

Rainwater Tech is focused on building a strong scientific roadmap to underpin an analytical understanding with meaningful predictive power of its ionization rainfall generation platform. The principles have been observed for many decades, however Rainwater Tech expects it will be the first company to fully control the plasma and fluid dynamics underpinning rainfall generation. Rainwater Tech’s management team, expected Rainwater Tech Board and senior technical advisors have extensive scientific experience, creating over two dozen patents in related scientific areas. Rainwater Tech’s Chief Product Officer, Keri Waters, has invented or co-invented two water-based patents at her prior company (now owned by NYSE-listed Resideo Technologies). Rainwater Tech has also obtained a worldwide, perpetual, exclusive license under certain patents from Dr. Theodore Anderson, a distinguished plasma physicist and author of Plasma Antennas. Rainwater Tech intends to build its IP portfolio with the hopes of creating robust growth.

 

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Rainwater Tech intends to evaluate intellectual property portfolios for purchase in the fields of water generation technology, scientific validation and causal inference. Its evaluation criteria for patent acquisitions will include, for example: the sales and profitability of the relevant products, its view of the prospects of the market for the relevant products, size of the portfolio, legal criteria and its assessment of the likelihood of obtaining negotiated licenses.

Rainwater Tech has the capital and experience to drive continued innovation and protect its inventions via a patent strategy that will create defensibility around fundamental, proprietary technologies, business processes and methodology. Rainwater Tech will aim to build its patent portfolio in the United States with cross filings in the European Union. Both a defensive and offensive approach will be incorporated to its investment in this arena.

Rainwater Tech intends to protect its future intellectual property rights via a combination of patent, trademark, and trade secret laws in the United States and other jurisdictions, as well as with contractual protections, to establish, maintain and enforce rights in its proprietary technologies.

In addition, Rainwater Tech intends to protect its future intellectual property rights through non-disclosure and invention assignment agreements with its employees and consultants and through non-disclosure agreements with business partners and other third parties.

Employees and Human Capital Resources

Rainwater Tech’s employees are critical to its success. Rainwater Tech is proud of its world-class team and seeks to hire employees dedicated to its focus on developing and commercializing the best ionization rainfall generation technology.

As of December 28, 2022, Rainwater Tech has two employees with another employee contracted to begin upon the closing of the Business Combination. Rainwater Tech’s full-time employees are expected to be based in Austin, Texas. Rainwater Tech also plans to engage a small number of consultants and contractors to supplement its permanent workforce. As of December 28, 2022, Rainwater Tech has two contractors. Rainwater Tech’s employees are engaged in research and development and related functions, and hold advanced degrees, including many from the worlds’ top universities.

To date, Rainwater Tech has not experienced any work stoppages and maintains good working relationships with its employees. None of Rainwater Tech’s employees are subject to a collective bargaining agreement or are represented by a labor union at this time.

Senior Technical Advisors

Rainwater Tech is supported by expert senior technical advisors that include Theodore Anderson, the inventor of the Plasma Antenna and CEO of Haleakala R&D, Inc., and Scott Morris, a leading ionization rainfall generation engineer.

Facilities

Rainwater Tech’s corporate headquarters are expected to be located in Austin, Texas. Rainwater Tech does not currently have any other facilities, however, in order to accommodate anticipated growth and to recruit and retain top talent, Rainwater Tech anticipates seeking additional facilities in various locations. Rainwater Tech anticipates it will be able to obtain additional space as needed under commercially reasonable terms.

Legal

From time to time, Rainwater Tech may become involved in legal proceedings relating to claims arising from the ordinary course of business. Rainwater Tech’s management believes that there are currently no claims or actions pending against it, the ultimate disposition of which could have a material adverse effect on its results of operations and financial condition.

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF dMY VI

The following table sets forth selected historical financial information derived from dMY VI’s unaudited financial statements as of and for the nine months ended September 30, 2022 and the audited financial statements as of December 31, 2021 and for the period from April 16, 2021 (inception) through December 31, 2021, each of which is included elsewhere in this Offer to Purchase. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this Offer to Purchase.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of dMY VI” and dMY VI’s financial statements and the related notes appearing elsewhere in this Offer to Purchase.

 

		Nine Months Ended September 30, 2022				For the Period From April 16, 2021 (Inception) Through December 31, 2021
		(unaudited)				(audited)
Selected Historical Data:
Statement of Operations
Total operating expenses		$	1,724,449			$	449,436
Loss from operations			(1,724,449	)			(449,436	)
Total other income (expenses)			17,245,735				(13,984,668	)
Net income			15,521,286				(14,434,104	)
Weighted average Class A common shares outstanding, basic and diluted			24,150,000				8,173,846
Basic and diluted net income (loss) per Class A common share		$	0.51			$	(1.07	)
Weighted average Class B coomon shares outstanding, basic and diluted			6,037,500				5,294,423
Basic and diluted net income per Class B common share		$	0.51			$	(1.07	)
		September 30, 2022				December 31, 2021
		(unaudited)				(audited)
Balance Sheet Data
Total assets		$	243,256,605			$	242,713,565
Total liabilities		$	19,011,320			$	33,989,566
Class A ordinary shares subject to possible redemption		$	242,430,770			$	241,500,000
Total stockholders’ deficit		$	(18,185,485	)		$	(32,776,001	)

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF RAINWATER TECH

The following table sets forth selected historical financial information derived from the audited financial statements for the period from November 10, 2022 (inception) through December 1, 2022. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this Offer to Purchase.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

 

		For the Period From November 10, 2022 (Inception) Through December 1, 2022
		(audited)
Selected Historical Data:
Statement of Operations
Total operating expenses		$	61,687
Loss from operations			(61,687	)
Weighted average common shares outstanding, basic and diluted			200
Net loss per common share, basic and diluted		$	(308	)
		December 1, 2022
		(audited)
Balance Sheet Data
Total assets		$	298,499
Total liabilities		$	260,186
Total stockholders’ equity		$	38,313

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) presents the combination of the financial information of Rainwater Tech and dMY VI after giving effect to the transactions contemplated by the Share Purchase Agreement, including the Business Combination, and related adjustments further described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

		Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)
Selected Unaudited Pro Forma Condensed Combined
Statement of Operations - Nine Months Ended September 30, 2022
Total expenses		$	1,786,136			$	1,786,136
Operating loss			(1,786,136	)			(1,786,136	)
Net income		$	14,027,164			$	14,027,164
Basic and diluted net income per share		$	0.46			$	1.83
Basic and diluted weighted average shares outstanding			30,457,500				7,657,386
Selected Unaudited Pro Forma Condensed Combined
Statement of Operations - Period Ended December 31, 2021
Total expenses		$	2,015,296			$	2,015,296
Operating loss			(2,015,296	)			(2,015,296	)
Net loss		$	(16,015,190	)		$	(16,015,190	)
Basic and diluted net loss per share		$	(0.53	)		$	(2.09	)
Basic and diluted weighted average shares outstanding			30,457,500				7,657,386
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of September 30, 2022
Total assets		$	234,554,216			$	5,186,333
Total liabilities		$	10,674,791			$	10,674,791
Total stockholders’ equity (deficit)		$	223,879,425			$	(5,488,458	)

 

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THE BUSINESS COMBINATION

General Description of the Business Combination; Closing Consideration

On December 22, 2022, dMY VI entered into a Share Purchase Agreement with Rainwater Tech and Sellers.

Pursuant to the Share Purchase Agreement, (1) in exchange for all of the issued and outstanding capital stock of Rainwater Tech (“Rainwater Tech Shares”), dMY VI will issue to Sellers 100 shares of Class A Common Stock per Rainwater Tech Share (the “Common Stock Consideration”) and $790 in cash per Rainwater Tech Share (the “Seller Cash Consideration”) and (2) in exchange for a number of newly issued Rainwater Tech Shares equal to the Cash Consideration divided by $10.00, rounded to the nearest whole number, dMY VI will pay to Rainwater Tech an aggregate amount of cash equal to the amount on deposit in the Trust Account immediately following the consummation of this Offer, minus the amount of any transaction costs and expenses incurred by dMY VI and Rainwater Tech in connection with the Share Purchase Agreement and transactions contemplated thereby (which amounts are not permitted to exceed $15 million, in the case of dMY VI, or $5 million, in the case of Rainwater Tech, without the prior written consent of the other party), plus the amount of any PIPE Investment (the “Cash Consideration”). The Sellers will have their Common Stock Consideration be subject to a lock-up as set forth in the Lock-Up Agreements as described below under the heading “Lock-Up Agreement.”

The Share Purchase Agreement is described below in greater detail under “The Share Purchase Agreement.” The description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached hereto as Annex A.

Structure of the Business Combination

At the closing of the Business Combination (the “Closing”) contemplated by the Share Purchase Agreement, the following transactions will occur:

 

•

Each Rainwater Tech Share that is issued and outstanding immediately prior to the Closing will be acquired by dMY VI. In consideration thereof, dMY VI will issue to the Sellers Common Stock Consideration of 100 shares of Class A Common Stock and $790 in cash per each Rainwater Tech Share.

 

•

In exchange for the Cash Consideration (an amount of cash equal to the amount in deposit in the Trust Account immediately following consummation of this Offer, minus the transaction costs and expenses incurred by dMY VI and Rainwater Tech in connection with the Business Combination, plus the amount of any PIPE Investment), Rainwater Tech will issue to dMY VI a number of Rainwater Tech Shares equal to such Cash Consideration divided by $10.00, rounded to the nearest whole number.

Conditions to Closing the Business Combination

The obligations of the parties to the Share Purchase Agreement to consummate the Business Combination are subject to the satisfaction (or waiver, as applicable) of specified conditions set forth in the Share Purchase Agreement before consummation of the Business Combination, including, among others, (a) obtaining any required regulatory approvals applicable to the Business Combination; (b) the absence of any injunction or other order, or law (other than any regulatory law) enacted after the date hereof, prohibiting, restraining, enjoining, or making illegal the Business Combination; and (c) the consummation of this Offer.

Please see the section entitled “The Share Purchase Agreement” for a discussion of other conditions to closing of the Business Combination.

 

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The Offer

Under the terms of its Amended and Restated Certificate of Incorporation, dMY VI is conducting the Offer, in connection with the consummation of the Business Combination, to provide the stockholders with the opportunity to redeem their Common Stock for cash equal to $10.14 per share of Common Stock, upon and subject to the consummation of the Business Combination. The Sponsor and the initial stockholders of dMY VI have agreed to waive their redemption rights with respect to any of their founder shares or public shares, if any, in connection with the consummation of the Business Combination. See “The Offer.”

Stockholder Approvals

dMY VI is not required to hold a stockholder vote to approve a proposed initial business combination and will not do so for the Business Combination. No appraisal rights will be available to dMY VI stockholders in connection with the Offer or the Business Combination.

The Board approved the Business Combination, the Share Purchase Agreement, and the transactions contemplated thereby.

Additional Agreements

At or prior to the closing of the Business Combination, the following Additional Agreements have been or will be executed, as contemplated by the Share Purchase Agreement:

 

•

Lock-Up Agreement. Sellers have agreed to enter into simultaneously, with the closing of the Business Combination, a Lock-Up Agreement, substantially in the form attached to the Share Purchase Agreement, with dMY VI with respect to their Common Stock Consideration.

 

•

Sponsor Support Agreement. The Sponsor and Insiders entered into a Sponsor Support Agreement with dMY VI and Rainwater Tech pursuant to which the Sponsor and Insiders have agreed not to participate in this Offer and as dMY VI stockholders to vote against any other business combination.

Background of the Business Combination

The terms of the Share Purchase Agreement are the result of negotiations between the representatives of dMY VI, Rainwater Tech and Sellers. The following is a brief description of the background of these negotiations and the related transactions.

dMY VI is a blank check company incorporated in Delaware on April 16, 2021, whose business is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. dMY VI was not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

On October 5, 2021, dMY VI consummated an IPO of 24,150,000 Units, including 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241,500,000, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Simultaneously with the closing of the IPO, dMY VI consummated the sale of an aggregate of 6,830,000 private placement warrants at a price of $1.00 per warrant in a private placement to dMY Sponsor VI, LLC, generating total gross proceeds of $6.8 million.

Following the closing of dMY VI’s IPO on October 5, 2021, $241,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the private placement warrants was placed in a Trust Account pending our completion of an initial business combination.

 

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Subsequent to the consummation of the IPO, dMY VI’s officers and directors commenced an active search for prospective business and assets to acquire in its initial business combination. The Board and dMY VI management have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries. As such, the members of the Board and dMY VI management team believe that they are qualified to conduct and analyze the due diligence required for dMY VI to identify a target company and consummate a business combination. See “Management—Current Management” for additional information regarding the experience of the Board and dMY VI management team.

dMY VI initially focused its efforts on identifying business within the mobile app ecosystem or consumer internet companies, although dMY VI was not required to limit its activities to any particular industry. In the evaluation of business combination targets, the Board and management team considered a wide variety of complex factors and dMY VI expanded its search to many other segments worldwide beyond the mobile app ecosystem or consumer internet companies. The Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. In evaluating potential businesses and assets to acquire, the Board considered acquisition candidates, utilizing its extensive network of contacts for introductions to potential targets as well as dMY VI’s knowledge of the private company marketplace. dMY VI only evaluated technology companies, and as stated in dMY VI’s IPO prospectus, dMY VI generally focused on targets that fit some or all of the following criteria:

 

•

had enterprise value between $500 million and $1.5 billion;

 

•

had a proven and accomplished management team;

 

•

had a requisite compliance, financial controls and reporting processes in place and were ready for the regulatory requirements of a public entity;

 

•

had a promising growth path, driven by sustainable competitive advantage, with opportunities for acceleration through a partnership with dMY VI;

 

•

had a management team with the ability to execute on strategic opportunities, including accretive acquisitions of companies that have the potential to enhance stockholder value;

 

•

had management and stakeholders who aspire to have their company become a public entity and generate substantial growth;

 

•

had a sizable market share in their segment and the opportunity to achieve market leadership; and/or

 

•

had defensible proprietary technology and intellectual property rights.

Our management team employed various strategies in an effort to identify an appropriate target company, including:

 

•

contacting investment bankers, attorneys, accountants, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members of the financial community and corporate executives;

 

•

contacting investment banks that might be working with companies looking for exits or funding;

 

•

contacting private equity and venture capital investment firms that might have portfolio companies they are looking to exit;

 

•

coordinating with our officers and directors, as well as their affiliates, to identify target business candidates of which they become aware through their contacts;

 

•

conducting Internet research and following companies that fit our target criteria that might be looking for funding or a sale; and

 

•

contacting former colleagues and employees of the dMY VI management team and Board.

 

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Since the IPO through October 31, 2022, regularly scheduled meetings in-person and via teleconference were held by the Board to discuss dMY VI’s search for a target to acquire in the initial business combination. dMY VI considered and analyzed potential acquisition targets from a wide range of industry segments including, among others, online gaming, robotics, quantum computing software, biological computing, radio and radio meter weather equipment, wastewater desalination and treatment, including having and conducting meetings and calls with representatives of 30 other potential targets. In addition, dMY VI considered six other potential targets in greater detail. Letters of intent were issued for these six companies, which included companies in the pipe manufacturing, media, rainfall generation, creator economies, anti-counterfeiting and brand protection, brick and mortar realty and mobile gaming sectors. Moreover, one non-disclosure agreement was signed with a potential target in the online entertainment sector, with which dMY VI held further discussions, which contained customary terms regarding protections of confidentiality but did not impose conditions of exclusivity or other similarly restrictive provisions or standstills, but the transaction with this target could not proceed due to extreme business interruption to the company’s operations in Europe. In total dMY VI entered into non-disclosure agreements with 15 potential targets, on terms consistent with those described in the prior sentence.

Water technology companies were first brought to dMY VI’s attention soon after dMY VI’s IPO on October 5, 2021. We began focusing on water technology companies as optimal targets for an initial business combination in light of the changes to the macroeconomic environment and the necessity to increase water reserves around the globe. dMY VI considers that the water technology sector includes subsectors such as waste water treatment, desalination, cloud seeding, and weather and/or rainfall forecasting.

Around March 2022, we began conversations with a company in the rainfall generation technology space. We met with this company on August 3, 2022 and conducted technical due diligence in the following months, but decided not to continue conversations with that company. We also met with the founders of a waste water desalination company on October 7, 2022, but determined that the market size was too limited to make for a successful public company. Throughout August and September 2022, dMY VI met with a number of different waste water treatment companies, but judged the shareholders to be unsupportive of an IPO transaction. In late September and early October 2022, dMY VI also met with a radar weather and radiometer company.

Following our due diligence process with respect to the other potential targets, we determined not to further pursue a transaction with any of the companies with whom we issued a letter of intent or where we countersigned a non-disclosure agreement, because dMY VI determined, in consultation with its industry and academic networks, that other potential targets were better focused on cutting edge technology in need of permanent capital and other advantages of the public markets, which was a critical factor for dMY VI in considering target companies with whom to engage into an initial business combination.

We subsequently initiated conversations with another company in the rainfall generation technology space in early October 2022. Given that both rainfall generation companies were no longer commercially operating, and employees disbanded as much as five years prior, certain of our senior executives began exploring various methods of partnering with the legacy core engineers of this technology to commercialize the underlying technology that these engineers had extensive and unique expertise with.

dMY VI determined early on in its diligence around the water technology space that few founders had the expertise, experience and track record to successfully operate a public company. As such, in the second quarter of 2022 our senior management began identifying certain C-suite executives capable of both running a public water technology company and organizing a company to further commercialize rainfall generation technology. Throughout the second and third quarters of 2022, dMY VI interviewed a number of potential candidates for the roles of chief executive officer (“CEO”), chief financial officer (“CFO”), chief technology officer (CTO”), chief product officer (“CPO”) and chief strategy officer (“CSO”). dMY VI searched for various water technologies and appropriate leadership for a public water technology company for approximately 12 months prior to entering into a Share Purchase Agreement with Rainwater Tech.

 

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Simultaneously, dMY VI also began a search for strong independent Rainwater Tech Board members to add value to a potential NYSE-listed water technology company. The management team interviewed approximately two dozen candidates for the Rainwater Tech Board. Candidates with intergovernmental, insurance, non-profit, public benefit corporation, water, weather, energy, public industrials, diplomatic and services were all considered thoroughly.

In the third quarter of 2022, dMY VI reached consensus on Mike Nefkens as the strongest candidate for the role of CEO of a public water services technology company, and Keri Waters as the strongest candidate for the role of CPO. Mr. Nefkens and Ms. Waters had worked together previously at public industrial company, Resideo Technologies, the residential spin off from Fortune 100 company Honeywell. Ms. Waters had previously sold her water technology company to Mr. Nefkens while he was CEO of Resideo. Ms. Waters is also the author of multiple patents in the water technology sector and ultimately became head of Resideo’s water division. Mr. Nefkens had previously been the Executive Vice President of HP Enterprise Services and the Executive Vice President of DXC Technology, a public information technology services and consulting company. Earlier in his career, Mr. Nefkens was an executive in the chemical and energy industries.

Niccolo de Masi, CEO of dMY VI, had served on the Board of Resideo from 2018 to 2020, and was also the President of Products and Chief Innovation Officer at Resideo from February 2019 to March 2020, thus he was familiar with the expertise and leadership of both candidates. Previously, Mr. de Masi was the CEO of various public mobile software companies trading on the NASDAQ and NYSE. Harry You, dMY VI’s Chairman, had previously served as CFO of Accenture Ltd. and Oracle Corporation, and served as Executive Vice President in the Officer of the Chairman of EMC Corporation from 2008 to 2016. Mr. de Masi and Mr. You, as senior management of dMY VI, met with Mr. Nefkens and Ms. Waters through the second and third quarters of 2022 to discuss the potential of building a public company with multiple water technologies that could eventually be sold to a similar, overlapping customer base.    

Throughout 2022, Ms. Waters had ongoing conversations and dialogue with Mr. de Masi regarding her desire to start up and commercialize another water technology company. Similarly, throughout 2022, Mr. Nefkens discussed with Mr. de Masi his desire to focus his career on positively impacting climate change adaptation. Throughout 2022, dMY VI investigated traditional cloudseeding companies on both sides of the Atlantic. However, dMY VI’s management team ultimately judged that the chemical aerosol approach, combined with the need to constantly maintain aircraft, was unappealing and less feasible from a scalability perspective. Independently, Mr. Nefkens and Ms. Waters reached a similar conclusion as potential leaders of a publicly-traded rainfall generation company.

In the third quarter of 2022, dMY VI also reached consensus on David Chung as the strongest candidate for the role of CSO of Rainwater Tech, a position he is expected to be appointed to upon the effectiveness of the Closing. Mr. Chung currently serves in the role of Vice President at dMY VI, and was involved in dMY VI’s search to identify an appropriate target company, as well as negotiations on behalf of dMY VI with respect to the Share Purchase Agreement, as described in more detail below. Mr. de Masi was familiar with the M&A and Capital Markets expertise that Mr. Chung acquired while a senior investment banking associate at Goldman Sachs, and the management, leadership, business development and sales experience of Mr. Chung through their work together at dMY VI. Given Mr. Chung’s involvement in searching for an appropriate target company, he was knowledgeable about the various technologies in the water technology space, as well as the innovation, development and commercialization required to further commercialize rainfall generation technology.

At the end of the third quarter of 2022, senior management of dMY VI identified Dr. Theodore Anderson as the leading expert on plasma antennas, which could be incorporated into the development of rainfall generation technology. We also identified Scott Morris as the leading engineer on ionization rainfall generation. On September 12, 2022, senior management met with Dr. Anderson, who had certain patents that dMY VI ultimately determined could be useful for or relevant to the commercialization of rainfall generation technology. Following that meeting, dMY VI engaged Dr. Anderson for a diligence report and assessment on ionization rainfall generation, and began to negotiate an exclusive license agreement for these patents. Around that time, dMY VI

 

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also engaged the former CTO of Resideo Technologies, Edgar Tu, for a research report on ionization rainfall generation techniques. Mr. Tu submitted his final report to dMY VI on October 8, 2022, and Dr. Anderson submitted his report on November 14, 2022. In the first week of October 2022, Mr. Chung flew to Sydney, Australia to meet with Mr. Morris. In the last week of October 2022, Mr. Morris met with Mr. Nefkens, Ms. Waters, Mr. Chung and senior management of the dMY VI team in Austin, Texas.    

Given the inferiority of existing water technology and non-operating status of most rainfall generation companies we encountered, at the request of dMY VI, Paul Dacier, Manager and sole Member of Rainwater, LLC, formed Rain Enhancement Technologies, Inc. on November 10, 2022, with the intent to assemble a unique blend of expertise to develop, improve and commercialize ionization rainfall generation technology with the leadership experience and scientific expertise of Mr, Nefkens, Ms. Waters, Dr. Anderson and Mr. Morris. Mr. Dacier and Mr. You worked together during Mr. You’s tenure at EMC Corporation. Mr. Dacier also previously served on the board of directors of GTY Technology Holdings Inc., a special purpose acquisition company sponsored by an entity controlled by Mr. You, from 2017 to 2019, covering the period prior to, and for a short period following, GTY Technology Holdings Inc.’s business combination.

Ultimately, the Board determined that Rainwater Tech presented the most compelling target for a business combination due to the ongoing and increasing environmental emergencies related to lower water levels worldwide and in light of the expertise and leadership being assembled by Rainwater Tech. The Board was also focused on Rainwater Tech’s prospects for becoming an industry leader in rainfall generation technology, which has the potential to be revolutionary. The Board also believed, following discussions with dMY VI management and reports from their industry research, that Rainwater Tech’s technology has advantages over existing competitors that are expected to allow Rainwater Tech’s technology to outperform the competition in the future.

During the period from October to November, 2022, dMY VI and Rainwater Tech’s then expected CEO Mr. Nefkens, began discussing the PIPE Investment process, including potential investors and a proposed investor presentation. On November 2, 2022, Mr. Nefkens and Mr. Chung began discussing the proposed investor presentation, in particular the go to market approach. On November 17, 2022 and November 18, 2022, Mr. Nefkens met with a top tier consulting firm who helped create the TAM analysis in the proposed investor presentation. Mr. Nefkens then continued to meet with this top tier consulting firm multiple times following their initial conversation to finalize the TAM analysis. Mr. Nefkens also continued discussions with dMY VI regarding the PIPE Investment process and the proposed investor presentation. As of December 28, 2022, the proposed investor presentation was still being discussed and subject to finalization.

On November 17, 2022, dMY VI provided Rainwater Tech with a draft of the License Agreement that it had preliminarily negotiated with Dr. Theodore Anderson. From that date forward, Rainwater Tech assumed responsibility for further negotiation of the License Agreement. Rainwater Tech engaged TCF Law Group, PLLC (“TCF”) as its independent legal advisor to assist with the negotiation of the License Agreement and a potential Share Purchase Agreement.

Between November 17, 2022 and November 21, 2022, Rainwater Tech and TCF finalized terms of the License Agreement with Dr. Anderson, substantially as set forth in the draft provided by dMY VI to Dr. Anderson.

On November 21, 2022, Rainwater Tech and Dr. Anderson signed and entered into the License Agreement, pursuant to which Rainwater Tech has been granted an exclusive, worldwide license under certain of Dr. Anderson’s patents. The amount that Rainwater Tech paid for the exclusive, worldwide license for these patents was immaterial to Rainwater Tech’s business and financial statements in light of the proposed Business Combination.

On November 23, 2022, dMY VI provided Rainwater Tech and TCF with a draft consulting contract for Mr. Morris, as well as the potential employment agreements for Mr. Nefkens, Ms. Waters and Mr. Chung that

 

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dMY VI had preliminarily negotiated. From that date forward, Rainwater Tech and TCF assumed responsibility for further negotiation of the agreements with Mr. Morris, Mr. Nefkens, Ms. Waters and Mr. Chung.

During the period from November 23, 2022 and December 21, 2022, Rainwater Tech and TCF negotiated the terms of the contracting agreement and fair competition agreement with Mr. Morris, and each of the employment agreements with Mr. Nefkens, Ms. Waters and Mr. Chung. Key areas of negotiation included compensation incentives to align Mr. Morris, Mr. Nefkens, Ms. Waters and Mr. Chung with the company’s goals. Rainwater Tech also included language in the agreements which would protect the future intellectual property of Rainwater Tech.

During the period between December 4, 2022 and December 8, 2022, Rainwater Tech and TCF negotiated the final terms of a consulting agreement and fair competition agreement for the provision of services by Mr. Morris to Rainwater Tech related to ongoing development and support of rain generation technology to be owned by Rainwater Tech. The negotiations included the scope of a non-disclosure, non-solicitation and non-compete agreement to protect Rainwater Tech’s business and technology and to recognize Mr. Morris’ right to provide consulting services outside of the rain generation market. On December 8, 2022, Mr. Morris signed and entered into a contracting agreement and a fair competition agreement with Rainwater Tech.

On November 22, 2022, Cleary Gottlieb Steen & Hamilton LLP (“Cleary”), counsel to dMY VI, provided TCF, as representative of Rainwater Tech, with an initial draft of the Share Purchase Agreement, which contained principal transaction terms and other terms consistent with market practices for similar transactions.

On November 25, 2022, the Board of dMY VI met to discuss and evaluate the negotiations and a potential business combination with Rainwater Tech. At this meeting the Board received a report from dMY VI management regarding management’s consideration of approximately 30 potential target companies in numerous sectors and its conducted due diligence on one or more of these potential target companies. Management of dMY VI also reported to the Board on its evolved focus on a potential target company with cutting edge technology and in the water technology sector, and on its assessment that Rainwater Tech was the most promising target company. The committee of independent directors of the Board, comprised of Gabrielle Toledano and Becky Ann Hughes, recommended to the full Board that dMY VI’s management be authorized to negotiate an agreement with Rainwater Tech. The full Board authorized dMY VI’s management to proceed with the negotiations with Rainwater Tech and concluded that a formal fairness opinion was not required.

During the period from November 28, 2022 through the day of this filing, senior management of dMY VI and Needham & Company, LLC (“Needham”), financial advisor to dMY VI, have led a preliminary PIPE Investment process where each of its respective representatives went out to investors from dMY VI’s network and Needham’s network to raise capital in connection with the potential business combination. As of the date of this filing, the PIPE Investment process is ongoing, but dMY VI has not entered into any subscription agreements for a PIPE Investment. dMY VI intends and expects to enter into PIPE Subscription Agreements with PIPE Investors in the future.

On November 29, 2022, TCF returned comments to the initial draft of the Share Purchase Agreement.

On December 2, 2022, Cleary provided TCF with an initial draft of the form of PIPE Subscription Agreement.

On December 5, 2022, Cleary provided TCF with an initial draft of the Lock-Up Agreement.

On December 13, 2022, the Board of dMY VI held another meeting, with representatives of Needham and Cleary present, to discuss and evaluate the potential business combination with Rainwater Tech. At this meeting the Board received a report from dMY VI management regarding the progress of discussions with Rainwater

 

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Tech and the transaction process, as well as management’s assessment of the value potential from Rainwater Tech’s business as well as the risks inherent in executing on Rainwater Tech’s business plan. Management of dMY VI and Needham also presented to the Board perspectives on the potential total addressable market (“TAM”) of Rainwater Tech’s business as discussed in the proposed investor presentation and implied present valuation assuming Rainwater Tech were to reach one percent of this TAM, as well as potential comparable companies and transactions.

On December 14, 2022, Cleary provided TCF with comments to the Share Purchase Agreement. In addition, Cleary provided TCF with a revised draft of the Lock-Up Agreement and an initial draft of the Sponsor Support Agreement. The parties and their respective counsels continued to negotiate, and exchange drafts of, the Share Purchase Agreement, Lock-Up Agreement and Sponsor Support Agreement, and finalized over the ensuing week.

On December 21, 2022, Ms. Waters signed and entered into an employment agreement with Rainwater Tech dated December 1, 2022. On December 21, 2022, Mr. Nefkens signed and entered into an employment agreement with Rainwater Tech dated December 1, 2022. On December 21, 2022, Mr. Chung signed and entered into an employment agreement with Rainwater Tech dated December 1, 2022. Each of Ms. Waters’ and Mr. Nefkens’ agreements was effective as of December 1, 2022, and Mr. Chung’s agreement and transition to CSO will be effective pursuant to the Closing. Also on December 21, 2022, Rainwater Tech negotiated and entered into a letter agreement with Mr. Dacier, which provided that, in consideration of and contingent upon his continued service to Rainwater Tech through the closing of the Business Combination, Mr. Dacier will be entitled to receive penny warrants to purchase common stock of Rainwater Tech, which, upon closing of the Business Combination, may be converted into penny warrants to purchase 100,000 shares of dMY VI Common Stock, exercisable beginning on the date that is 2 years from the closing date of the Business Combination. At the option of Mr. Dacier, upon exercise such penny warrants may instead be cash settled for $1,000,000 in cash, in lieu of shares of Common Stock.

On December 21, 2022, dMY VI’s Board approved the Share Purchase Agreement.

During the evening of December 21, 2022, Rainwater Tech’s Board met with representatives of Cleary to consider approval of the Share Purchase Agreement, the ancillary agreements and the transactions contemplated thereby, including the Business Combination. Representatives of Cleary provided a review of the Board’s fiduciary duties in connection with the proposed transaction. Cleary also provided a summary of the transaction agreements and their principal terms, drafts of which had been provided to the Board in advance of the meeting. After consideration, the Board’s committee of independent directors, consisting of Gabrielle Toledano and Becky Ann Hughes, deliberated independently with Cleary present and, following such deliberation, recommended to the full Board that the Board approve the Share Purchase Agreement and ancillary documents and the transactions contemplated thereby, including the Business Combination. Following such recommendation, the Board unanimously (1) approved the Offer, (2) approved the Share Purchase Agreement, and the agreements and the transactions contemplated thereby and (3) determined that the Business Combination was advisable and fair to and in the best interests of dMY VI and its stockholders. The Board also concluded that the fair market value of Rainwater Tech was equal to at least 80% of the funds held in DMY VI’s trust account.

On December 22, 2022, dMY VI, Rainwater Tech and Sellers signed the Share Purchase Agreement, and dMY VI, the Sponsor, the Insiders and Rainwater Tech signed the Sponsor Support Agreement. On the same day after execution of the Share Purchase Agreement and Sponsor Support Agreement, dMY VI issued a press release which was filed as an exhibit to a Current Report on Form 8-K along with a transcript of an investor conference call discussing the Business Combination, the Share Purchase Agreement, the form of Lock-Up Agreement and the Sponsor Support Agreement.

dMY VI’s Board of Directors’ Reasons for the Approval of the Business Combination

After a series of discussions, the Board of dMY VI held a formal Board meeting on November 25, 2022 to discuss and evaluate the potential business combination with Rainwater Tech. On December 13, 2022, the Board

 

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of dMY VI held another formal board meeting to further discuss the potential business combination. During the December 13, 2022 Board meeting, dMY VI management and its Board considered, in consultation with Needham, various prospects for the business combination, including certain valuation analyses described below under the heading “Valuation Analysis.” As a result of this analysis as well as other factors the Board considered relevant, the Board determined that the fair market value of Rainwater Tech is at least $200 million. A committee of independent directors, comprised of Gabrielle Toledano and Becky Ann Hughes, independently deliberated and reached a recommendation to the full Board of dMY VI to proceed with a business combination with Rainwater Tech. On December 21, 2022, the Board held another formal board meeting at which the Board approved the Share Purchase Agreement and the Business Combination with Rainwater Tech, following the independent deliberation and recommendation of the committee of independent directors. The Board concluded that the Business Combination and the related transactions were advisable and fair to and in the best interests of dMY VI and its stockholders and that the consideration to be paid in the Business Combination was fair to dMY VI.

In considering the proposed Business Combination, dMY VI’s Board and management team reviewed certain analyses prepared by Needham as well as publicly available industry-specific research published by third parties, while simultaneously analyzing data and material provided by Rainwater Tech, including but not limited to, Rainwater Tech’s existing business model, material agreements and other due diligence material. dMY VI’s management team, Mr. You and Mr. de Masi, reviewed a draft of the Offer to Purchase. In addition, the rest of dMY VI’s Board members were informed of the Offer to Purchase and tender offer process during the formal Board meetings on December 13, 2022 and December 21, 2022.

In considering the Business Combination with Rainwater Tech, our management and Board determined that Rainwater Tech met, in some fashion, all of the criteria we set for our target company screening:

 

•

Future Business and Financial Condition and Prospects. The Board and our management had detailed knowledge of, and were familiar with, Rainwater Tech’s future business and growth prospects. The Board considered Rainwater Tech’s current prospects for growth in executing upon and achieving Rainwater Tech’s business plan, and noted its innovative technology, its unique market position, opportunities for sustained growth and commercialization of its technology, which the Board believes provides Rainwater Tech with the opportunity to become an industry leader in rainfall generation technology, which has the potential to be revolutionary in enhancing potable water reserves.

 

•

Visionary and Pioneering Management and Advisory Team. The Board considered the fact that the Combined Company will be led by Mike Nefkens and Keri Waters, who have displayed pioneering and visionary leadership, a strong track record of innovation and who have deep experience in the technology industry. In addition, the Board considered the senior technical advisors of the Combined Company, comprised of Theodore Anderson and Scott Morris, who are pioneers and leaders in their respective fields, within the rainfall generation and water infrastructure industries.

 

•

Rainwater Tech’s Water Infrastructure Advantage. The Board considered Rainwater Tech’s advantages in the field of water infrastructure, including Rainwater Tech’s experienced board and management team, the ground-based ionization technology (compared to alternatives), the patents from Dr. Anderson to innovate on the technology and the possibility of future partnerships with other water enhancement technology partners.

 

•

Significant potential benefits to transition to a public company. Transitioning to a public company provides significant benefits for Rainwater Tech, including additional access to capital as Rainwater Tech continues to scale its business and provides brand awareness associated with being a public company.

 

•

Other Alternatives. The Board believes, after a thorough review of other business combination opportunities reasonably available to dMY VI, that the proposed Business Combination represents the best potential initial business combination for dMY VI based upon the process utilized to evaluate and assess other potential acquisition targets.

 

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In making its consideration, the dMY VI Board also considered, amongst other things, the following potential concerns of the Business Combination:

 

•

The risks associated with the rainfall generation industry in general;

 

•

The risks associated with the lack of operating history of Rainwater Tech;

 

•

The risk of competition in the industry as well as the potential for new entrants;

 

•

The risk that the Business Combination might not be consummated in a timely manner or that the closing of the Business Combination might not occur despite the companies’ efforts, leading to potential liquidation of dMY VI;

 

•

The risk of potential for diversion of management and employee attention during the period prior to completion of the Business Combination, and the potential negative effects on Rainwater Tech’s business;

 

•

The risk that dMY VI does not obtain the proceeds of the PIPE Investment and that redemptions would result in dMY VI having insufficient cash in the Trust Account to meet the requirements of the Business Combination and successful operation of Rainwater Tech following the closing;

 

•

The risk that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within dMY VI’s control;

 

•

The concern of possible litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

 

•

The fees and expenses associated with completing the Business Combination;

 

•

The other various risks associated with the Business Combination, the business of dMY VI, the business of Rainwater Tech and ownership of the Combined Company’s shares described under the section entitled “Risk Factors.”

In addition to considered the factors descried above, the Board also considered that some officers and directors of dMY VI may have interests in the business combination as individuals that are in addition to, and that may be different from the interests of dMY VI’s Stockholders, see “Interests of Certain Persons in the Business Combination” below.

The dMY VI Board concluded that these risk factors did not diminish or outweigh the benefits of pursuing the Business Combination with Rainwater Tech. dMY VI’s Board did not assign relative weights to the specific factors it considered, but instead evaluated the transaction as a whole and found it to be overall favorable to and in the best interests of its stockholders, including its likeliness to generate a return for its stockholders against the potential liquidation of the trust. dMY VI’s Board approved the Business Combination with Rainwater Tech on December 21, 2022. In approving the Business Combination, the Board did not, and was not required to, obtain a fairness opinion. In this regard the Board considered that the directors and officers of dMY VI were capable of opining on the valuation of Rainwater Tech.

The officers and directors of dMY VI have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the water infrastructure and generation sector, and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination. See the section titled “Management—Current Management” for additional information regarding the experience of the Board and dMY VI management team.

The explanation of dMY VI’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements” and “Risk Factors” of this Offer to Purchase.

 

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Valuation Analysis

In evaluating whether to approve the Business Combination, the Board considered the valuation analysis conducted by dMY VI’s management with the assistance of dMY VI’s financial advisor, Needham, which was based on the management’s analysis of the operational, financial and valuation data of public comparable companies and selected recent public company and special purchase acquisition company case studies, including dMY VI management’s evaluation of Rainwater Tech.

As part of this assessment, dMY VI’s management conducted a comprehensive due diligence examination of Rainwater Tech and its business prospects. Management also discussed and reviewed the valuation analysis with Needham. Members of management of Rainwater Tech, in consultation with a top tier consulting firm, determined that a reasonable estimate for the TAM for Rainwater Tech’s business would be approximately $89.8 billion by 2032, which, based on its due diligence, discussions and analysis, dMY VI management relied upon. dMY VI management also believed it was reasonably achievable for Rainwater Tech to achieve a 1% market share of the TAM by 2032, based on dMY VI’s management’s expectations regarding the ability of Rainwater Tech’s management team to execute on their busienss plans and the expected demand for Rainwater Tech’s services, which they determined would imply earnings before interest, tax, depreciation and amortization (“EBITDA”) of approximately $269 million (based on dMY VI management’s expectations regarding the ability of Rainwater Tech’s management team to achieve a long-term EBITDA margin target of 30%). Applying multiples of 13x to 15x for 2032 EBITDA (based on an assessment of reasonably comparable companies as described below) implied a future enterprise value in 2032 of $3.5 to $4.0 billion, which, discounted to present value using a discount rate of 30%, which reflected management’s conservative estimate of the cost of capital for such a business, implied a present enterprise value of Rainwater Tech’s business of $254 million to $293 million. As a result of this analysis as well as other factors the Board considered relevant, the Board determined that the fair market value of Rainwater Tech is at least $200 million.

dMY VI’s management also reviewed selected recent public company and special purpose acquisition company case studies, as the adoption of Rainwater Tech’s rainfall generation systems may follow a similar ramp to other recent initial public offering and special purpose acquisition company business combinations for other sectors that are perceived to be at the inflection point, including pre-clinical biotechnology companies.

In the process of analyzing the proper valuation of Rainwater Tech, the management of dMY VI considered, based on its expertise, the current status, the momentum, the estimated timeline and the probability of Rainwater Tech accomplishing certain events in connection with the development and commercialization of its products.

For the purpose of the valuation assessment, dMY VI’s management reviewed certain financial information of Rainwater Tech and took into account certain financial information of comparable public companies. Although Rainwater Tech does not have a direct operating comparable in the commercial rainfall generation sector, Company management, with the assistance of Needham, determined that the three following groupings of public companies were most analogous: water utility companies, water process products and infrastructure companies, and desalination companies. While dMY VI’s management noted that Rainwater Tech is a unique company as Rainwater Tech is posed to be a pioneer in the commercial rainfall generation technology industry, dMY VI’s management rationalized using these three comparable industries because (1) water utility companies deploy infrastructure for delivering water to customers under long term, recurring revenue contracts with high profit margins, (2) water process products and infrastructure companies are unregulated providers of differentiated technology and products sold into the drinking water and wastewater treatment space as well as providers of water and wastewater services, and (3) desalination companies address water scarcity issues under long term contracts by deploying fixed infrastructure.

dMY VI’s management team identified various criteria as significant in determining whether a company was considered to be comparable to Rainwater Tech but mainly focused on companies engaged in the broader water sector. dMY VI’s management selected 10 public comparable companies in the utilities vertical, 11 public

 

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comparable companies in the process product and infrastructure vertical and 3 public comparable companies in the desalination vertical. Set forth below are the comparable companies selected by dMY VI’s management team as part of the valuation analyses of Rainwater Tech.

 

1)

Utilities

 

a.

American Water Works Company

 

b.

Veolia Environment

 

c.

Essential Utilities, Inc.

 

d.

Severn Trent

 

e.

American States Water Company

 

f.

SJW Group

 

g.

Middlesex Water Company

 

h.

York Water Company

 

i.

Artesian Resources Corp.

 

j.

Global Water Resources, Inc.

 

2)

Process Equipment Process Products and Infrastructure

 

a.

Ecolab Inc.

 

b.

Xylem Inc.

 

c.

Veolia Environment

 

d.

Pentair

 

e.

Evoqua Water Technologies Corp.

 

f.

Watts Water Technologies, Inc.

 

g.

Flowserve Corp.

 

h.

Badger Meter, Inc.

 

i.

Kemira Oyj

 

j.

Mueller Water Products, Inc.

 

k.

V A Tech Wabag

 

3)

Desalination

 

a.

Energy Recovery, Inc.

 

b.

Hitachi Zosen Corp.

 

c.

Consolidated Water Co. Ltd.

The following is the median trading data (as of December 13, 2022) of those selected public companies, based on publicly available information, considered by dMY VI and the Board:

 

		Enterprise Value / CY22E EBITDA		Enterprise Value / CY23E EBITDA		Enterprise Value / CY24E EBITDA
Utilities		18.4x		17.0x		15.2x
Process Products and Infrastructure		14.0x		11.1x		11.8x
Desalination		27.3x		27.8x		25.1x

 

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Satisfaction of 80% Test

The NYSE rules require that dMY VI’s initial business combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount) at the time of it signing a definitive agreement in connection with an initial business combination. It is also a requirement under dMY VI’s existing charter that dMY VI’s initial business combination must occur with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount). After consideration of the factors identified and discussed in the section entitled “The Business Combination—dMY VI’s Board of Directors’ Reasons for the Approval of the Business Combination,” dMY VI’s Board determined that these requirements were met. In reaching this determination, dMY VI’s Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, industry relationships, and technical skills, as well as quantitative factors such as Rainwater Tech’s potential for future revenue. dMY VI’s Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of Rainwater Tech met this requirement.

Interests of dMY VI’s Stockholders in the Business Combination

After the Business Combination, assuming no redemptions of public shares for cash in the Offer, dMY VI’s current public stockholders will own approximately 79.3% of dMY VI and dMY VI’s current directors, officers and affiliates, including the Sponsor will own approximately 19.8% of dMY VI. Assuming redemption by holders of 50% of outstanding public shares in the Offer (representing 50% of the issued and outstanding shares of Class A Common Stock), dMY VI’s public stockholders will own 65.7% of dMY VI and dMY VI’s current directors, officers and affiliates, including the Sponsor, will own approximately 32.8% of dMY VI. Assuming redemption by holders of all outstanding public shares in the Offer (representing all of the issued and outstanding shares of Class A Common Stock), dMY VI’s public stockholders will own 0% of dMY VI and dMY VI’s current directors, officers and affiliates, including the Sponsor, will own approximately 95.7% of dMY VI.

In addition, dMY VI is not required to hold a stockholder vote to approve a proposed initial business combination and will not do so for the Business Combination.

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to approve the Share Purchase Agreement and the Actions, you should be aware that aside from its interest as a stockholder, our Sponsor and certain of its affiliates and certain members of our Board and officers have interests in the Business Combination that are different from, or in addition to, the interests of our Stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating the Share Purchase Agreement and related transaction agreements. These interests include, among other things:

 

•

the fact that our Sponsor, officers and directors will lose their entire investment if the Business Combination is not consummated by the Business Combination Deadline;

 

•

the fact that our Sponsor has agreed not to tender any of the founder shares in the Offer;

 

•

the fact that Harry You and Niccolo de Masi were involved in initial efforts to organize Rainwater Tech and negotiate certain intellectual property license agreements (although Mr. You and Mr. de Masi do not retain any pecuniary or ownership interest in Rainwater Tech);

 

•

the continued right of the Sponsor to hold our Class A Common Stock and the shares of Class A Common Stock to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

 

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•

if the proposed Business Combination is not completed by the Business Combination Deadline, dMY VI will be required to liquidate. In such event, founder shares and the private placement warrants held by the Initial Stockholders and the Sponsor will expire worthless. The Sponsor purchased the founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and the Sponsor purchased 6,830,000 private placement warrants for an aggregate purchase price of $6,830,000, or $1.00 per private placement warrant. Such securities will have a significantly higher value at the Closing, which if unrestricted and freely tradable would be valued at approximately $61,307,425 based on the closing price of our Common Stock of $10.03 and warrants of $0.11, respectively, on the NYSE on December 29, 2022. However, dMY VI believes that such securities have less value given the restrictions on their transferability;

 

•

the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return in the post-business combination company. The Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to dMY VI stockholders than liquidate. In particular, given the differential in purchase price that the Sponsor paid for the founder shares (i.e., $25,000) as compared to the price of the dMY VI Units sold in the initial public offering and subsequent number of shares of dMY VI Class A Common Stock that the Sponsor will receive upon conversion of the founder shares in connection with the Business Combination, the Sponsor and its affiliates may realize a positive rate of return on such investment even if other dMY VI stockholders experience a negative rate of return following the Business Combination;

 

•

our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete the Business Combination by the Business Combination Deadline. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of dMY VI’s officers and directors, loaned dMY VI funds (“Working Capital Loans”). As of September 30, 2022, dMY VI had $140,000 borrowings outstanding under the Working Capital Loans. If dMY VI completes a Business Combination, dMY VI would repay the Working Capital Loans out of the proceeds of the Trust Account released to dMY VI. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, dMY VI may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans;

 

•

no compensation of any kind, including finder’s and consulting fees, will be paid by dMY VI to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination;

 

•

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

 

•

unless dMY VI consummates the Business Combination, its officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent such expenses exceeded the amount of its working capital. As a result, dMY VI’s Sponsor, certain of dMY VI’s officers and directors or their affiliates who are affiliated with the Sponsor could have a conflict of interest when the directors and officers determine whether the Business Combination is in the best interests of dMY VI;

 

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•

our Sponsor intends to transfer 25,000 founder shares to each of Darla Anderson, Gabrielle Toledano, Becky Ann Hughes and Francesca Luthi, dMY VI’s directors, upon the completion of the initial business combination, resulting in the Sponsor holding at that time 5,937,500 founder shares. If we do not complete the proposed Business Combination by the Business Combination Deadline, our independent directors will not receive any compensation for their service as independent directors of dMY VI;

 

•

Darla Anderson and Francesca Luthi have served as directors for other special purpose acquisition companies (SPACs) in which Harry You and Niccolo de Masi have acted as executives and sponsors;

 

•

the continued indemnification of our existing directors and officers after the Business Combination;

 

•

the exercise of dMY VI’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interests of dMY VI’s stockholders;

 

•

the fact that at closing of the Business Combination, we expect that the Sponsor will continue to have its registration rights under the Registration Rights Agreement entered into in connection with dMY VI’s initial public offering, which we expect will be amended and restated at closing of the Business Combination, and which provides for registration rights for the securities of the Sponsor and its permitted transferees.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information and Rule 14e-5), the Sponsor, the existing stockholders of Rainwater Tech or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of dMY VI’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Rainwater Tech or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to limit the number of public shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). dMY VI will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons to the extent required under applicable securities laws.

The existence of financial and personal interests of one or more of dMY VI’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of dMY VI and its stockholders and what he, she or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, dMY VI’s officers have interests in the Business Combination that may conflict with your interests as a stockholder.

As mentioned above in the section titled “Background of the Business Combination,” the Board also considered certain relationships among current or future Rainwater Tech founders or employees and the Sponsor or its affiliates. In particular, Paul Dacier served as general counsel of EMC Corporation during Harry You’s tenure at EMC Corporation. Mr. Dacier also previously served on the board of directors of GTY Technology

 

74

Holdings Inc., a special purpose acquisition company sponsored by an entity controlled by Mr. You, from 2017 to 2019, covering the period prior to, and for a short period following, GTY Technology Holdings Inc.’s business combination. Mr. Dacier is the current Executive Chairman of Rainwater Tech and the sole member of Rainwater LLC, a shareholder of Rainwater Tech. As a result of his indirect shareholding in Rainwater Tech, Mr. Dacier will receive, at the closing of the Business Combination, consideration equal to 20,000 shares of dMY VI common stock and $158,000 in cash. In consideration of and contingent upon his continued service to Rainwater Tech through the closing of the Business Combination, Mr. Dacier will also be entitled to receive penny warrants to purchase common stock of Rainwater Tech, which, upon closing of the Business Combination, will be converted into penny warrants to purchase 100,000 shares of dMY VI Common Stock, exercisable beginning on the date that is two years from the closing date of the Business Combination. At the option of Mr. Dacier, upon exercise such penny warrants may instead be settled for $1,000,000 in cash, in lieu of shares of Common Stock.

In addition, it is expected that David Chung, who currently serves as Vice President at dMY VI, will serve as Chief Strategy Officer of Rainwater Tech following the consummation of the Business Combination. As Chief Strategy Officer of Rainwater Tech he will be entitled to receive $50,000 of initial base salary (with an annual cash bonus of up to 100% of his base salary) and, contingent upon shareholder approval of an employee equity plan, stock option grants for shares equivalent to 0.5% of Rainwater Tech.

Anticipated Accounting Treatment

The Business Combination will be accounted for under the purchase method of accounting, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

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THE SHARE PURCHASE AGREEMENT

This section describes the material provisions of the Share Purchase Agreement but does not purport to describe all of the terms of the Share Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of the Share Purchase Agreement, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Share Purchase Agreement, a copy of which is attached as Annex A hereto, in its entirety because it is the primary legal document that governs the Business Combination. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Share Purchase Agreement.

General Description of the Share Purchase Agreement

On December 22, 2022, Rainwater Tech and Sellers entered into the Share Purchase Agreement with dMY VI. Pursuant to the Share Purchase Agreement, among other things and subject to the terms and conditions contained therein, dMY VI will effect an acquisition of Rainwater Tech by acquiring from Sellers all of the issued and outstanding capital interests of Rainwater Tech (together with the other transactions contemplated by the Share Purchase Agreement, the “Transactions”).

Acquisition of Rainwater Tech

Upon the closing of the Transactions, dMY VI will (i) acquire all the issued and outstanding Rainwater Tech Shares from Sellers, (ii) acquire newly issued Rainwater Tech Shares from Rainwater Tech and (iii) Rainwater Tech will become a wholly owned subsidiary of dMY VI. Upon the closing (or shortly thereafter), dMY VI will change its name to “Rain Enhancement Technologies, Inc.”

Terms of the Share Purchase Agreement

Share Purchase Agreement

General Terms, Effects and Consideration

Pursuant to the Share Purchase Agreement, in exchange for all of the issued and outstanding Rainwater Tech Shares, dMY VI will issue to Sellers 100 shares of Class A Common Stock and $790 in cash per each share of Rainwater Tech. As of December 29, 2022, there were 1,700 Rainwater Tech common shares issued and outstanding.

Additionally, in exchange for the Cash Consideration (which shall be an amount of cash equal to the amount in deposit in the Trust Account immediately following the consummation of this Offer, minus the transaction costs and expenses incurred by dMY VI and Rainwater Tech in connection with the Business Combination, plus the amount of the PIPE Investment), Rainwater Tech will issue to dMY VI a number of Rainwater Tech Shares equal to the Cash Consideration divided by $10.00, rounded to the nearest whole number.

Representation and Warranties

The Share Purchase Agreement contains a number of representations and warranties made by dMY VI on the one hand, and Rainwater Tech and the Sellers on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Share Purchase Agreement or in information provided pursuant to certain disclosure schedules to the Share Purchase Agreement. The representations and warranties are customary for transactions similar to the Transactions.

In the Share Purchase Agreement, Rainwater Tech made certain customary representations and warranties to dMY VI, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) capitalization; (3) lack of subsidiaries; (4) authority and binding effect relative to execution and delivery of the Share Purchase Agreement; (5) non-contravention; (6) governmental approvals;

 

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(7) title to newly issued Rainwater Tech Shares; (8) litigation; (9) finders and brokers; (10) financial statements; (11) undisclosed liabilities; (12) absence of certain developments; (13) real property, leased property, and personal property; (14) material contracts; (15) compliance with law; (16) taxes and tax returns; (17) intellectual property; (18) benefit plans; (19) labor matters; and (20) compliance with anti-corruption laws. The Sellers also jointly and severally made certain customary representations and warranties to dMY VI, including representations and warranties related to the following: (1) corporate matters, including due organization, existence and good standing; (2) title to Rainwater Tech Shares; (3) authority and binding effect relative to execution and delivery of the Share Purchase Agreement; (4) non-contravention; (5) governmental approvals; (6) transfer of Rainwater Tech equity interests; (7) litigation; (8) finders and brokers; (9) accredited investor; and (10) independent investigation.

In the Share Purchase Agreement, dMY VI made certain customary representations and warranties to Rainwater Tech and the Sellers, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) capitalization; (3) SEC Filings and financial statements; (4) the Trust Account; (5) absence of certain changes or events; (6) authority and binding effect relative to execution and delivery of the Share Purchase Agreement; (7) non-contravention; (8) governmental approvals; (9) litigation; (10) finders and brokers; (11) accredited investor; (12) no undisclosed liability; (13) NYSE listing; (14) investment company; and (15) independent investigation.

Certain of the representations and warranties are qualified by materiality or material adverse effect (as defined in the Share Purchase Agreement).

Covenants

Each party agreed in the Share Purchase Agreement to use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under the Share Purchase Agreement and applicable laws to consummate the Transactions as promptly as practicable. The Share Purchase Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Share Purchase Agreement and the earlier of the Closing or the termination of the Share Purchase Agreement in accordance with its terms, including covenants regarding: (1) the operation of their respective businesses in the ordinary course of business; (2) the provision of access to Rainwater Tech’s books and personnel; (3) efforts to consummate the Closing and obtain third party and regulatory approvals; (4) further assurances; (5) public announcements; (6) control of operations; (7) this Offer (8) use of trust proceeds; (9) no solicitation of, or entering into, any alternative competing transactions; (10) indemnification of directors and officers; (11) other disclosures; and (12) tax matters. The Share Purchase Agreement also contains certain post-closing covenants by the parties, including covenants regarding (1) litigation support; (2) non-competition and non-solicitation provisions applicable to Sellers; and (3) indemnification of directors and officers.

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) obtaining any required regulatory approvals applicable to the Transactions being obtained; (ii) no injunction or other order, or law prohibiting, restraining, enjoining or making illegal the Transactions; and (iii) the consummation of this Offer.

In addition, unless waived by Rainwater Tech, the obligation of Rainwater Tech to consummate the Transactions is subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) certain fundamental representations and warranties of dMY VI being true and correct in all but de minimis respects as of the Closing (other than those representations and warranties that are made of as of a specific date, which shall be true and correct in all but de minimis respects as of such specific date), (ii) all other representations and warranties being true and correct in all material respects as of the

 

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Closing (other than those representations and warranties that are made of as of a specific date, which shall be true and correct in all material respects as of such specific date) and (iii) dMY VI having duly performed in all material respects with its covenants and agreements under the Share Purchase Agreement to be performed by it on or before the Closing Date.

Unless waived by Sellers, the obligation of Sellers to consummate the Transactions is subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) certain fundamental representations and warranties of dMY VI being true and correct in all but de minimis respects as of the Closing (other than those fundamental representations and warranties that are made of as of a specific date, which shall be true and correct in all but de minimis respects as of such specific date), (ii) all other representations and warranties being true and correct in all material respects as of the Closing (other than those representations and warranties that are made of as of a specific date, which shall be true and correct in all material respects as of such specific date), (iii) dMY VI having duly performed in all material respects with its covenants and agreements under the Share Purchase Agreement to be performed by it on or before the Closing Date and (iv) the Common Stock Consideration having been approved for listing on NYSE, subject to official notice of issuance.

Unless waived by dMY VI, the obligations of dMY VI to consummate the Transactions is subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) certain fundamental representations and warranties of Rainwater Tech and the Sellers being true and correct in all but de minimis respects as of the Closing (other than those representations and warranties that are made of as of a specific date, which shall be true and correct in all but de minimis respects as of such specific date), (ii) all other representations and warranties of the Company and the Sellers being true and correct as of the Closing (other than those representations and warranties that are made of as of a specific date, which shall be true and correct as of such specific date) except for breaches or inaccuracies that would not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect (as defined in the Share Purchase Agreement) and (iii) the Company and the Sellers having duly performed in all material respects with their respective covenants and agreements under the Share Purchase Agreement to be performed by them on or before the Closing Date.

Survival and Indemnification

The representations, warranties, covenants and agreements made by Rainwater Tech, Sellers and dMY VI in the Share Purchase Agreement generally terminate at Closing or upon termination of the Share Purchase Agreement, except those covenants and agreements that explicitly contemplate performance after Closing shall survive indefinitely (or until fully performed).

From and after Closing, other than in connection with fraud or as otherwise expressly set forth in the Share Purchase Agreement, none of dMY VI, Rainwater Tech or the Sellers shall be permitted to make (and no such party to the Share Purchase Agreement shall have any liability for) any claim for a breach of any representation, warranty, covenant or agreement that is to be performed on or prior to Closing.

Trust Account Waiver; dMY VI Release

Rainwater Tech and the Sellers agreed that they do not and will not have any right, title, interest or claim of any kind against the Trust Account (including distributions therefrom).

Effective upon and following the Closing, except as set forth in the Share Purchase Agreement, dMY VI, on its own behalf and on behalf of Rainwater Tech and each of their respective affiliates and representatives, also provided a general release of the Sellers related to any pre-Closing actions or failures to act, provided that such release does not release the Sellers from their obligations under the Share Purchase Agreement.

 

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Termination

The Share Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior to Closing, including, among other reasons: (i) by mutual written consents of Rainwater Tech, the Sellers and dMY VI; (ii) by Rainwater Tech or dMY VI if the Closing has not occurred by July 31, 2023 (the “Outside Date”) and the primary cause the failure of the Closing by the Outside Date was not such terminating party’s breach of if its representations, warranties, covenants or agreements under the Share Purchase Agreement; (iii) by Rainwater Tech or dMY VI if any order or law permanently restrains, enjoins, prohibits or makes illegal the consummation of the Transactions becomes effective, final and nonappealable and the cause of such final, non-appealable order or other action is not such terminating party’s breach of if its representations, warranties, covenants or agreements under the Share Purchase Agreement, (iv) by dMY VI for the Company’s or the Sellers’ uncured breach of the Share Purchase Agreement, such that the related closing conditions would not be met, and (v) by the Sellers for dMY VI’s uncured breach of the Share Purchase Agreement, such that the related closing conditions would not be met.

If the Share Purchase Agreement is terminated, the Share Purchase Agreement will become void and have no effect and no party will have any liability, except that certain obligations related to fees and expenses, waiver against trust and general provisions will continue in effect, and no party shall be relieved of liability for any fraud claims or willful breach of the Share Purchase Agreement.

Governing Law and Dispute Resolution

The Share Purchase Agreement is governed by Delaware law. Any disputes under the Share Purchase Agreement will be subject to the exclusive jurisdiction of first, the Court of Chancery of the State of Delaware or if such court declines jurisdiction, then to any court of the State of Delaware or the Federal District Court for the District of Delaware, and each party waived its right to a jury trial in connection therewith. The parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Share Purchase Agreement in addition to any other remedy to which they are entitled at law or in equity.

A copy of the Share Purchase Agreement is filed with dMY VI’s Current Report on Form 8-K dated December 22, 2022 as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Share Purchase Agreement is qualified in its entirety by reference thereto.

Lock-Up Agreement

Simultaneously with the Closing, the Sellers will enter into a Lock-Up Agreement with respect to the Common Stock Consideration. In such Lock-Up Agreement, each Seller party thereto will agree that such Seller will not, during the period from the Closing and ending on the earlier of (i) one year after the Closing and (y) the date on which the dMY VI completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of dMY VI’s stockholders having the right to exchange their shares for cash, securities or other property, (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position any Common Stock Consideration, (b) enter into enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock Consideration or publicly announce any intention to effect any transactions specified in the preceding clauses (a) and (b). However, each Seller party thereto will be allowed to make certain customary transfers of the Common Stock Consideration during such lock-up period, including by gift, laws of descent and distribution upon death or to affiliates or trust beneficiaries, provided in each of the foregoing cases that the permitted transferees enter into a written agreement, in substantially the form of the Lock-Up Agreement.

The issuance of the Common Stock Consideration has not been registered under the Securities Act and will be issued in reliance upon specific exemptions therefrom. The form of the Lock-Up Agreement is filed with

 

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dMY VI’s Current Report on Form 8-K dated December 22, 2022 as Exhibit 10.2, and the foregoing description of the Lock-Up Agreement is qualified in its entirety by reference thereto.

Sponsor Support Agreement

In connection with entering into the Share Purchase Agreement, on December 22, 2022, the Sponsor, the Insiders, Rainwater Tech and dMY VI entered into Sponsor Support Agreement, pursuant to which, among other things, the Sponsor and the Insiders agreed not to participate in this Offer and as dMY VI stockholders to vote against any business combination.

A copy of the Sponsor Support Agreement is filed with dMY VI’s Current Report on Form 8-K dated December 22, 2022 as Exhibit 10.3, and the foregoing description of the Sponsor Support Agreement is qualified entirely by reference thereto.

Fees and Expenses

If the Closing does not occur, each party shall be responsible for its own costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions. If the Closing is consummated, dMY VI shall pay all transaction costs incurred by Rainwater Tech (other than any brokerage, finder’s, investment banker’s, financial advisor’s or other fee, commission or like payment paid or payable by Rainwater Tech, which shall be paid by the Sellers).

 

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THE OFFER

General

Upon the terms and subject to the conditions of the Offer, we will purchase up to 24,150,000 shares of Class A Common Stock (“Common Stock”) validly tendered in the Offer and not properly withdrawn, in accordance with “Withdrawal Rights” described below, before the Expiration Date, at a Purchase Price of $10.14 per share, net to the sellers in cash, without interest, for a total maximum Purchase Price of up to $244,858,739.11 as further described below under the heading “Purchase Price.” Our Sponsor and initial stockholders have agreed not to tender any shares that they own in this Offer.

The Offer is not conditioned on any minimum number of Common Stock being tendered in the Offer. The Offer is, however, subject to certain other conditions, including that the Business Combination, in our reasonable judgment, to be determined immediately prior to the Expiration Date, being capable of being consummated substantially contemporaneously with this Offer, but in no event later than three business days after the Expiration Date. See “The Offer—Conditions of the Offer.” If any of the offer conditions are not met, we may amend, terminate or extend the Offer. If we terminate the Offer, we will NOT: (i) purchase any Common Stock pursuant to the Offer or (ii) consummate the Business Combination in accordance with the terms of the Share Exchange Agreement, and we will promptly return all Common Stock delivered pursuant to the Offer at our expense upon expiration or termination of the Offer.

Only Common Stock validly tendered in the Offer and not properly withdrawn will be purchased pursuant to the Offer. All Common Stock tendered in the Offer and not purchased pursuant to the Offer will be returned to the tendering stockholders at our expense promptly following the Expiration Date.

This Offer to Purchase and the related Letter of Transmittal for the Common Stock will be mailed to record holders of the Common Stock and will be furnished to brokers, dealers and other nominee stockholders and similar persons whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

Purchase Price

The Purchase Price is $10.14 per share, which amount represents the amount that was on deposit as of December 29, 2022, in the Trust Account initially established to hold the proceeds of our IPO net of taxes payable, divided by the 24,150,000 shares of Class A Common Stock sold in the IPO. Public stockholders who have redeemed their shares will also be entitled to receive a pro rata portion of the additional accrued interest, if any, remaining in the Trust Account, which we expect to be nominal. We are required to conduct the Offer in accordance with the terms of our Memorandum and Articles of Association. See “The Offer—Extension of the Offer; Termination; Amendment.”

If we modify the price that may be paid for Common Stock from $10.14 per share, then the Offer must remain open for at least 10 business days following the date that notice of the modification is first published, sent or given. For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. See “The Offer—Extension of the Offer; Termination; Amendment.”

Purpose of the Offer; Certain Effects of the Offer

Purpose of the Offer

dMY VI and Rainwater Tech executed the Share Purchase Agreement on December 22, 2022. In connection with the Business Combination, dMY VI is offering to purchase up to 24,150,000 of its outstanding Common

 

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Stock as contemplated by the Offer. The Offer provides our stockholder with an opportunity to have dMY VI redeem their Common Stock for a pro rata portion of our Trust Account (net of taxes payable) as required by our Memorandum and Articles of Association, and as disclosed in the prospectus for our IPO. Our Sponsor and initial stockholders have agreed to waive their redemption rights with respect to any of their founder shares or public shares, if any, in connection with the consummation of the Business Combination.

Our board of directors has (1) approved the Offer, (2) approved the Share Purchase Agreement, and the agreements and the transactions contemplated thereby and (3) determined that the Business Combination is in the best interests of dMY VI and, if consummated, would constitute our initial business combination pursuant to our Amended and Restated Certificate of Incorporation. If you tender your shares of Common Stock pursuant to the Offer, you will not be participating in the Business Combination because you will no longer hold such shares of Common Stock in dMY VI following the consummation of the Business Combination. However, even if you tender your shares of Common Stock pursuant to the Offer, all outstanding warrants of dMY VI to purchase shares of Common Stock will remain outstanding upon the closing of the Business Combination.

Certain members of our board of directors will directly benefit from the Business Combination and have interests in the Business Combination that may be different from, or in addition to, the interests of dMY VI stockholders. See “The Business Combination—Interests of Certain Persons in the Business Combination.” You must make your own decision as to whether to tender your shares of Common Stock pursuant to the Offer and, if so, how many shares of Common Stock to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal, including the purposes and effects of the Offer. You should discuss whether to tender your shares of Common Stock with your broker, if any, or other financial advisor.

Stockholders who choose not to tender their shares of Common Stock will retain their shares of Common Stock and participate in the Business Combination.

Certain Effects of the Offer

Approximately $244,858,739.51 will be required to purchase the shares of Common Stock in the Offer at the Purchase Price of $10.14 per share if the Offer is fully subscribed. In addition, we estimate approximately $10,662,575 million will be required to pay fees and expenses specifically related to the Offer and Business Combination, including costs for legal, accounting, printing and EDGAR filings, services of the Information Agent and Depositary for distribution and handling of the Offer materials and other services related to the Offer.

The purchase of shares of Common Stock in the Offer will be funded by dMY VI from amounts held in our Trust Account, which will be released to us upon consummation of the Business Combination. Assuming the Business Combination is successfully completed, we believe that our anticipated financial condition, cash flow and access to capital will provide us with adequate financial resources to meet our working capital requirements and to fund our activities. Our securities are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our stockholders and the SEC.

dMY VI’s units, Common Stock and warrants are currently listed on NYSE; however we can provide no assurance that dMY VI will continue to meet the listing requirements of NYSE after the Business Combination. See “Risk Factors—Risks Relating to the Offer and Business Combination” and “—Risks Related to dMY VI.”

Except as discussed herein, dMY VI currently has no active plans, proposals or negotiations underway that relate to or would result in:

 

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any extraordinary transaction, such as a merger, reorganization or liquidation involving dMY VI;

 

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any purchase, sale or transfer of a material amount of assets of dMY VI;

 

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any material change in dMY VI’s present dividend rate or policy, indebtedness or capitalization;

 

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any other material change in dMY VI’s business;

 

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any class of equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

 

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the acquisition by any person of any material amount of additional securities of dMY VI, or the disposition of any material amount of securities of dMY VI; or

 

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any changes to dMY VI’s Memorandum and Articles of Association. Notwithstanding the foregoing, we reserve the right to change our plans and intentions at any time, as we deem appropriate.

Source and Amount of Funds

We expect that up to approximately $244,858,739.11 will be required to purchase the shares of Common Stock tendered pursuant to the Offer if the Offer is fully subscribed. The purchase of shares of Common Stock tendered in the Offer will be funded by the Company from the amounts held in our Trust Account, which will be released to us in connection with the consummation of the Business Combination, but the fees and expenses specifically related to the Offer will either be paid with the funds available to us outside of the Trust Account, by loans from our officers and directors or their affiliates or upon the consummation of an initial business combination.

Shares of Common Stock that we acquire pursuant to the Offer will be retired and cancelled.

Scheduled Expiration of the Offer

The Offer is scheduled to expire at 5:00 p.m., New York City time, on [                    ] unless we extend the Offer to allow us time to respond to comments, if any, from the SEC relating to the Offer or otherwise in connection with the effectuation of this Offer (the “Expiration Date”).

Procedures for Tendering Shares of Common Stock

Valid Tender of Common Stock

For a stockholder to make a valid tender of shares of Common Stock under the Offer, the Depositary must receive, at its address set forth on the back cover of this Offer to Purchase, and prior to the Expiration Date, the certificates for the shares of Common Stock you wish to tender, or confirmation of receipt of the shares of Common Stock pursuant to the procedure for book-entry transfer described below, together with a validly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other required documents.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares of Common Stock, you must contact your broker or nominee to tender your Common Stock. It is likely they have an earlier deadline for you to act to instruct them to tender shares on your behalf. We urge stockholders who hold shares of Common Stock through nominees to consult their nominees to determine whether transaction costs may apply if stockholders tender shares through the nominees and not directly to the Depositary.

Election to Participate in Offer

In the Letter of Transmittal, holders of shares of Common Stock will need to indicate their election to participate in the Offer. An election to participate in the Offer shall be a binding agreement to comply with the terms of the Offer, subject to the Withdrawal Rights. Tendering stockholders must make an election to participate in the Offer, and any Letter of Transmittal that fails to indicate this election will be incomplete and will not be accepted in the Offer.

 

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Separation of Units

Only your shares of Common Stock can be tendered in the Offer. If any or all of your shares of Common Stock are held as part of Units, you will need to separate the Units into shares of Common Stock and warrants prior to tendering such shares of Common Stock pursuant to the Offer and undertake all actions necessary to allow for tender of the separated shares of Common Stock. For specific instructions regarding separation of Units, please see the letter from your broker/nominee, which includes an instruction form for your completion which provides a box to check to request separation of the Units. The voluntary separation of the Units occurs through the facilities of The Depository Trust Company and is subject to the procedures of DTC and the various broker/nominees who hold their positions through DTC. Accordingly, while we believe that such separation of the Units can typically be accomplished within three business days, no assurance can be given regarding how quickly Units can be separated and Unit holders are urged to promptly contact their broker/nominee if they wish to tender the shares of Common Stock underlying their Units.

Signature Guarantees

No signature guarantee will be required on a Letter of Transmittal if:

 

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the registered holder of the shares of Common Stock (including, for purposes hereof, any participant in DTC whose name appears on a security position listing as the owner of the Common Stock) tendered in the Offer and the holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

 

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Shares of Common Stock are tendered in the Offer for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing constituting an “eligible institution”). See Instruction 1 to the Letter of Transmittal applicable to the Common Stock.

Except as described above, all signatures on any Letter of Transmittal for securities tendered in the Offer must be guaranteed by an eligible institution. If a certificate is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or securities not purchased or tendered are to be issued and returned, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder or owner appears on the certificate, with the signatures on the certificate guaranteed by an eligible institution.

In all cases, payment for securities tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for the Common Stock tendered (or a timely confirmation of the book-entry transfer of the securities into the Depositary’s account at DTC, as described above), a properly completed and duly executed Letter of Transmittal including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

Method of Delivery

The method of delivery of all documents, including certificates for shares of Common Stock, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering stockholders. Shares of Common Stock will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

 

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Book-Entry Delivery

For purposes of the Offer, the Depositary will establish an account with respect to the shares of Common Stock at DTC within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make book-entry delivery of securities by causing DTC to transfer those securities into the Depositary’s account in accordance with DTC’s procedures for that transfer. Although delivery of securities may be effected through a book-entry transfer into the Depositary’s account at DTC, a properly completed and duly executed Letter of Transmittal with any required signature guarantees, or an Agent’s Message, and any other required documents must be transmitted to and received by the Depositary at its address on the back cover of this Offer to Purchase before the Expiration Date.

The confirmation of a book-entry transfer of shares into the Depositary’s account at DTC is referred to herein as “book-entry confirmation.” Delivery of documents to DTC in accordance with DTC’s procedures will not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that DTC has received an express acknowledgement from the DTC participant tendering shares that such DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the DTC participant.

Return of Unpurchased Shares of Common Stock

If any tendered shares of Common Stock are not purchased pursuant to the Offer, or if less than all shares of Common Stock evidenced by a stockholder’s certificates are tendered, certificates representing the unpurchased shares of Common Stock will be returned promptly after the expiration or termination of the Offer or, in the case of shares of Common Stock tendered by book-entry transfer at DTC, the shares of Common Stock will be credited to the appropriate account maintained by the tendering stockholders at DTC, in each case without expense to the stockholders.

Tendering Stockholders’ Representations and Warranties; Tender Constitutes an Agreement

It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender securities for such person’s own account unless at the time of tender and at the Expiration Date such person has a “net long position” within the meaning of Rule 14e-4 promulgated under the Exchange Act, in the securities or equivalent securities at least equal to the securities being tendered and will deliver or cause to be delivered such securities for the purpose of tendering to us within the period specified in the Offer. A tender of securities made pursuant to any method of delivery set forth herein will constitute the tendering stockholders’ acceptance of the terms and conditions of the Offer, as well as the tendering stockholders’ representation and warranty to us that (i) such stockholder has a “net long position” in securities or the equivalent securities at least equal to the securities being tendered within the meaning of Rule 14e-4 and (ii) such tender of securities complies with Rule 14e-4.

A tender of securities in the Offer made pursuant to any method of delivery set forth herein will also constitute a representation and warranty to us that the tendering stockholder has full power and authority to tender, sell, assign and transfer the securities so tendered, and that, when the same are accepted for purchase by us, we will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, encumbrances and other obligations relating to the sale or transfer of the securities, and the same will not be subject to any adverse claim or right.

Any tendering stockholder will, on request by the Depositary or us, execute and deliver any additional documents deemed by the Depositary or us to be necessary or desirable to complete the sale, assignment and transfer of the securities tendered, all in accordance with the terms of the Offer.

 

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All authority conferred or agreed to be conferred by delivery of the Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the tendering stockholder and shall not be affected by, and shall survive, the death or incapacity of such tendering stockholder.

A tender of securities made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the tendering stockholder that: (i) the offer is discretionary and may be extended, modified, or terminated by us as provided herein; (ii) such stockholder is voluntarily participating in the Offer; (iii) the future value of the Common Stock is unknown and cannot be predicted with certainty; (iv) such stockholder has been advised to read this entire Offer to Purchase including the Appendix thereto; (v) such stockholder has been advised to consult his, her or its tax and financial advisors with regard to how the Offer will impact the tendering stockholder’s specific situation; (vi) any foreign exchange obligations triggered by such stockholder’s tender of Common Stock or receipt of proceeds are solely his, her or its responsibility; and (vii) regardless of any action that we take with respect to any or all income tax, withholding tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Common Stock, such stockholder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of Common Stock shall authorize us to withhold all applicable Tax Items from any amounts payable to a tendering stockholder. Our acceptance for payment of securities tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to certain conditions of the Offer.

Determination of Validity; Rejection of Common Stock; Waiver of Defects; No Obligation to Give Notice of Defects

All questions as to the number of shares of Common Stock to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of shares of Common Stock will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any conditions of the Offer with respect to all tendered shares of Common Stock or waive any defect or irregularity in any tender with respect to any particular shares of Common Stock or any particular stockholder whether or not we waive similar defects or irregularities in the case of other stockholders. No tender of securities will be deemed to have been validly made until all defects or irregularities have been cured or waived. We will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of shares of Common Stock. None of the Information Agent, the Depositary or any other person will be obligated to give notification of defects or irregularities in tenders or incur any liability for failure to give notification. Our interpretation of the terms of and conditions to the Offer, including the Letter of Transmittal and the instructions thereto, will be final and binding on all parties. By tendering shares of Common Stock, you agree to accept all decisions we make concerning these matters and waive any rights you might otherwise have to challenge those decisions.

Lost or Destroyed Certificates

If any certificate representing shares of Common Stock has been lost, destroyed or stolen, the stockholder should complete the Letter of Transmittal, indicate the certificate(s) representing the shares of Common Stock is lost and return it to the Depositary. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been completed. Stockholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation.

Withdrawal Rights

You may withdraw securities that you have previously tendered pursuant to the Offer at any time prior to the Expiration Date, namely 5:00 p.m. on [                ] or the date to which the Offer has been extended. You may

 

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also withdraw your previously tendered securities at any time after 5:00 p.m., New York City time, on [                ] if not accepted prior to such time. Except as this section otherwise provides, tenders of shares of Common Stock are irrevocable.

For a withdrawal to be effective, a valid written notice of withdrawal must (i) be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and (ii) specify the name of the person having tendered the shares of Common Stock to be withdrawn, the number of shares of Common Stock to be withdrawn and the name of the registered holder of the shares of Common Stock to be withdrawn, if different from the name of the person who tendered the shares. To be effective, a notice of withdrawal must be in writing.

If a stockholder has used more than one Letter of Transmittal or has otherwise tendered shares of Common Stock in more than one group of Common Stock, the stockholder may withdraw shares of Common Stock using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If certificates for shares of Common Stock to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the stockholder must submit the serial numbers shown on those certificates to the Depositary and, unless an eligible institution has tendered those shares of Common Stock, an eligible institution must guarantee the signatures on the notice of withdrawal. If shares of Common Stock have been delivered in accordance with the procedures for book-entry transfer described in “—Procedures for Tendering Shares of Common Stock” above, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures.

Withdrawals of tenders of securities may not be rescinded, and any securities properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn securities may be retendered at any time prior to the Expiration Date by again following one of the procedures described in this section.

All questions as to the form and validity, including the time of receipt, of notices of withdrawal, will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to waive any defect or irregularity in the withdrawal of securities by any stockholder, whether we waive similar defects or irregularities in the case of other stockholders. None of dMY VI, the Information Agent, the Depositary or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of them incur liability for failure to give any notice.

If we extend the Offer, are delayed in our purchase of securities or are unable to purchase securities under the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered shares of Common Stock on our behalf. Such shares of Common Stock may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this section. Our reservation of the right to delay payment for shares of Common Stock which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the securities tendered promptly after termination or withdrawal of a tender offer.

Purchase of Shares of Common Stock and Payment of Purchase Price

Upon the terms and subject to the conditions of the Offer, which conditions shall be satisfied or waived prior to the expiration of the Offer, promptly following the Expiration Date (but in no event later than three business days after the Expiration Date), we will accept for payment and pay for (and thereby purchase) up to 24,150,000 shares of our Common Stock validity tendered in the Offer and not properly withdrawn on or before the Expiration Date. If the Closing Condition has not been satisfied, we will either extend the Offer or terminate the

 

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Offer and will promptly return all shares of Common Stock tendered at our expense. Our Sponsor and the members of our management team have agreed not to tender their shares of Common Stock in the Offer.

For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the terms and conditions of the Offer, shares of Common Stock that are validly tendered in the Offer and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares of Common Stock for payment pursuant to the Offer.

In all cases, payment for shares of Common Stock tendered and accepted for payment in the Offer will be made promptly, but only after timely receipt by the Depositary of certificates for shares, or a timely book-entry confirmation of shares of Common Stock into the Depositary’s account at the DTC, a properly completed and duly executed Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any other required documents. In no event shall payment for shares of Common Stock tendered be made unless the conditions to the Offer, including the Closing Condition, have been satisfied. We will make prompt payment upon satisfaction of the offer conditions, but in no event later than three business days after the Expiration Date.

We will pay for Common Stock purchased in the Offer by depositing the aggregate Purchase Price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to tendering stockholders.

Certificates for all shares of Common Stock tendered in the Offer and not purchased will be returned or, in the case of shares of Common Stock tendered by book-entry transfer, will be credited to the account maintained with DTC by the broker/dealer participant who delivered the securities, to the tendering stockholder at our expense promptly after the Expiration Date or termination of the Offer, without expense to the tendering stockholders.

Under no circumstances will we pay interest on the Purchase Price, including, but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares of Common Stock pursuant to the Offer. See “—Conditions of the Offer” below.

We will not pay any transfer taxes, if any, payable on the transfer to us, of shares of Common Stock purchased pursuant to the Offer. If payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) unpurchased shares of Common Stock are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person, will be deducted from the Purchase Price unless satisfactory evidence of the payment of the transfer taxes, or exemption from payment of the transfer taxes, is submitted.

We urge stockholders who hold shares of Common Stock through a broker, dealer, commercial bank, trust company or other nominee to consult their nominee to determine whether transaction costs are applicable if they tender securities through their nominee and not directly to the Depositary.

Conditions of the Offer

Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) our rights to extend and/or amend the Offer at any time, we will not be required to accept securities tendered and we may terminate or amend the Offer, or postpone our acceptance of the securities that you elect to tender, subject to the rules under the Exchange Act, including Rule 13e-4(f)(5), at the then-scheduled Expiration Date (as it may be extended) if the following event has occurred, or has been determined by us to have occurred, and, in our

 

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reasonable judgment in any case, the occurrence of such event makes it inadvisable for us to proceed with the Offer:

 

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the Business Combination, in our reasonable judgment, to be determined immediately prior to the Expiration Date, being capable of being consummated substantially contemporaneously with this Offer, but in no event later than three business days after the Expiration Date (we refer to this condition, which is not waivable, as the “Closing Condition”).

We will not accept for payment, purchase or pay for any securities tendered, and may terminate, or amend the Offer or may postpone, in accordance with Rule 13e-4(f)(5) under the Exchange Act, the acceptance for payment of, or the purchase of and the payment for securities tendered until the SEC has advised us that they have no further comment with respect to the Offer and its related documents. We have agreed to extend the term of the Offer until such time, and intend to provide interim amendments to the Offer electronically via filings with the SEC to our stockholders, as we receive notification from the SEC that it has no further comment regarding this Offer. At that time, we will redistribute the Offer, as amended or supplemented, and its related Letter of Transmittal to our stockholders, setting forth a final Expiration Date. We will, however, not extend the Offer past December 31, 2019.

In addition, notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) the rights and obligations of dMY VI to extend, terminate and/or modify the Offers, we will not be required to accept for payment, purchase or, subject to the applicable rules and regulations of the SEC, pay for any securities tendered, and may terminate or amend the Offer or may postpone, in accordance with Rule 13e-4(f)(5) under the Exchange Act, the acceptance for payment of, or the purchase of and the payment for securities tendered, subject to the rules under the Exchange Act, if any of the following shall have occurred:

 

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any governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and has the effect of making the Business Combination illegal or otherwise preventing or prohibiting the Business Combination; or

 

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a material adverse effect with respect to dMY VI shall have occurred since the date of this Offer to Purchase.

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion, subject to applicable law. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to the Expiration Date and from time to time, subject to applicable law. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive the conditions described above, we may be required to extend the Expiration Date. Only a court of competent jurisdiction can make a determination concerning the events described above that will be final and binding on all parties. Stockholders may challenge any determination that we make with respect to such matters.

Promptly following the scheduled Expiration Date, we will publicly announce whether the offer conditions have been satisfied or waived (as applicable) and whether the Offer has been extended, terminated or delayed. If such offer conditions are satisfied, promptly after the Expiration Date, and in any event concurrently with the consummation of the Business Combination, we will purchase and pay the Purchase Price for each share of Common Stock validly tendered and not properly withdrawn. Public stockholders who have redeemed their shares will also be entitled to receive a pro rata portion of the additional accrued interest, if any, remaining in the Trust Account, which we expect to be nominal. In the event the Offer is terminated, we will promptly return any shares of Common Stock, at our expense, that were delivered pursuant to the Offer.

You should evaluate current market quotes of our Common Stock, among other factors, before deciding whether or not to accept the Offer. See “Market Information and Dividends” and “Risk Factors.”

 

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Certain Information Concerning Rainwater Tech and the Business Combination

Set forth elsewhere in this Offer to Purchase is information concerning Rainwater Tech and the Business Combination. Stockholders are urged to review such information, including the information set forth in “Risk Factors,” prior to making a decision whether to tender their Common Stock. See “Summary Term Sheet” and “The Business Combination.”

Interests of Directors and Executive Officers

See “Summary Term Sheet,” “The Business Combination” and “Risk Factors” herein for information related to the interests of our officers and directors in the Offer and the Business Combination and information related to certain transactions and arrangements concerning our securities.

Our Sponsor and the members of our management team have agreed not to participate in the Offer with respect to shares they have acquired. Based on our records and on information provided to us by our directors, executive officers and affiliates, neither we nor any of our directors, executive officers, and affiliates, including our Sponsor, have effected any transactions involving our Common Stock during the 60 days prior to the commencement of the Offer. See “Description of dMY VI’s Securities and Material Differences in the Rights of Stockholders Following the Business Combination—Description of Securities” and “Risk Factors—Certain obligations of our Sponsor are memorialized in agreements between our Sponsor, the underwriters of our IPO and us, and these agreements may be amended to change these obligations or eliminate them entirely.”

Certain Legal Matters; Regulatory Approvals

The Offer and the transaction contemplated by this Offer to Purchase are subject to the Tender Offer Rules under Securities Exchange Act of 1934, as amended.

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

In addition, except as otherwise discussed herein, we are not aware of any license or regulatory permit that is material to our businesses that might be adversely affected by our acquisition of Common Stock pursuant to the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of Common Stock pursuant to the Offer. Should any approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for Common Stock tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition.

Extension of the Offer; Termination; Amendment

We expressly reserve the right, at any time and from time to time prior to the scheduled Expiration Date, and regardless of whether any of the events set forth in “—Conditions of the Offer” shall have occurred or are deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares of Common Stock. We will affect any such extension by giving oral or written notice of such extension to the Depositary and making a public announcement of the extension. We also expressly reserve the right, in our sole discretion, to terminate the Offer and reject for payment and not pay for any securities not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for securities upon the occurrence of any of the conditions specified in “—Conditions of the Offer” by giving oral or written notice of the termination or postponement to the Depositary and making a

 

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public announcement of the termination or postponement. Our reservation of the right to delay payment for securities which we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the securities tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law (including Rule 13e-4 under the Exchange Act), we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in “—Conditions of the Offer” have occurred or are deemed by us to have occurred, to amend the Offer prior to the Expiration Date to increase the consideration offered in the Offer, or otherwise if we determine such other amendments are required by applicable law or regulation. Amendments to the Offer may be made at any time and from time to time by public announcement. In the case of an extension of the Offer, such amendment must be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law or regulation (including Rule 13e-4 under the Exchange Act), we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PR Newswire or another comparable service.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information; however, in no event will the Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Offer. If (i) we make any change to increase the price to be paid for Common Stock, or if we increase or decrease the number of Common Stock sought in the Offer, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given to stockholders in the manner specified in this section, the Offer will be extended until the expiration of such period of ten business days. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

In accordance with the rules of the SEC, we may, and we expressly reserve our right to, notwithstanding any other statement contained herein, accept for payment an additional amount of Common Stock not to exceed 2% of our issued and outstanding Common Stock without amending the Offer or extending the Expiration Date.

Fees and Expenses

We have retained Continental Stock Transfer & Trust Company to act as Depositary and Morrow Sodali LLC to act as Information Agent in connection with the Offer. The Information Agent may contact holders of Common Stock by mail, facsimile and personal interviews and may request brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and Depositary will receive reasonable and customary compensation for their respective services, will be reimbursed by dMY VI for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We have not agreed to pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent and Depositary as described above) for soliciting tenders of shares of Common Stock pursuant to the Offer. Stockholders holding securities through brokers, dealers and other nominee stockholders are urged to consult the brokers, dealers and other nominee stockholders to determine whether transaction costs may apply if stockholders tender shares of Common Stock through the brokers, dealers and other nominee stockholders and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and

 

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commercial banks for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares of Common Stock held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Offer. We will not pay or cause to be paid any stock transfer taxes, if any, on our purchase of securities.

In addition, we will incur and pay reasonable and customary fees and expenses for financial printing services, as well as any reasonably incurred and documented fees or expenses in connection with due diligence and related research reports.

Appraisal Rights

No appraisal rights are available to stockholders in connection with the Offer.

Material U.S. Federal Income Tax Consequences

The receipt of cash for your tendered Common Stock will generally be treated for U.S. federal income tax purposes either as a sale or exchange transaction or as a distribution. See “Material U.S. Federal Income Tax Consequences.”

Miscellaneous

We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of Common Stock pursuant to the Offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to the holders of shares residing in such jurisdiction.

You should only rely on the information contained in this document or to which we have referred you. We have not authorized any person to provide you with information or make any representation in connection with the Offer other than those contained in this Offer to Purchase, the Letter of Transmittal or in the other documents that constitute a part of the Offer. If given or made, any recommendation or any such information or representation must not be relied upon as having been authorized by us, our board of directors, the Depositary or the Information Agent.

 

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DESCRIPTION OF DMY VI’S SECURITIES AND MATERIAL DIFFERENCES IN THE RIGHTS OF STOCKHOLDERS FOLLOWING THE BUSINESS COMBINATION

Description of Securities

The information under the heading “Description of Securities” in dMY VI’s registration statement on Form S-1 (File No. 333-257379), declared effective on September 30, 2021, is hereby incorporated by reference.

Material Differences in the Rights of Stockholders Following the Consummation of the Business Combination

Following the consummation of the Business Combination, the combined company intends to adopt a new Amended and Restated Certificate of Incorporation which shall include standard terms and provisions that are customary for the certificate of incorporation of a Delaware corporation listed on NYSE.

After consummation of the Business Combination, our Board of Directors will initially remain the same as described in “Management—Current Management” hereto, except that dMY VI will take actions reasonably necessary or appropriate to cause, effective as of the closing of the Business Combination, for the Board of Directors to include Mr. Nefkens. We expect that certain members of our Board of Directors will resign at or following the Closing and that the Board will proceed to hold a meeting shortly after the Closing where they nominate and vote to adopt the Rainwater Tech Board, which is expected to consist of seven members who will include Mr. You and Mr. de Masi. Four of such directors must satisfy applicable independent director requirements. Please see “Management of Rainwater Tech After Consummation of the Business Combination” for more information about the expected directors of Rainwater Tech.

 

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DESCRIPTION OF THE COMBINED COMPANY FOLLOWING THE BUSINESS COMBINATION

Following the consummation of the Business Combination, the combined company’s business and operations will be that of Rainwater Tech. Please see “Information about Rainwater Tech.”

 

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MARKET INFORMATION AND DIVIDENDS

Our Common Stock, Units and warrants are traded on the NYSE, under the symbols “DMYS,” “DMYS.U” and “DMYS WS,” respectively. Each of dMY VI’s Units consists of one share of Class A Common Stock and one-half of one redeemable warrant (“warrant”). Our Units commenced trading on NYSE on October 1, 2021. Beginning in November 2021, the Common Stock and warrants underlying the Units sold in the IPO began to trade separately from the Units. As of December 29, 2022, the closing price of the Common Stock was $10.03 per share.

Our Common Stock may be delisted if we fail to maintain certain NYSE listing requirements. There can be no assurance that we will be able to maintain compliance with the NYSE continued listing requirements or that our securities will continue to be listed on NYSE. See “Risk Factors—NYSE could delist our Common Stock, which could limit investors’ ability to transact in our securities and subject us to additional trading restrictions.”

Dividends

We have not paid any cash dividends on our Common Stock to date and our board of directors does not anticipate declaring any dividends on our Common Stock prior to the completion of an initial business combination.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DMY VI

The following discussion and analysis should be read in conjunction with the “Selected Historical Financial Information of dMY VI” and the accompanying combined financial statements and related notes included elsewhere in this Offer to Purchase. The following discussion contains forward-looking statements that reflect dMY VI’s future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside dMY VI’s control. DMY VI’s actual results could differ materially from those discussed in these forward-looking statements. Please read “Risk Factors” and “Forward-Looking Statements.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

References in this section to “dMY VI,” “us” or “we” refer to dMY Technology Group, Inc. VI.

Overview

Our company, dMY Technology Group, Inc. VI (previously known as TdMY Technology Group, Inc.) is a blank check company incorporated in Delaware on April 16, 2021. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

As of September 30, 2022, we had not commenced any operations. All activity for the period from April 16, 2021 (inception) through September 30, 2022 relates to our formation and our initial public offering, described below. We will not generate any operating revenues until after the completion of the initial business combination, at the earliest. We will generate non-operating income in the form investment income from the Trust Account.

Our sponsor is dMY Sponsor VI, LLC, a Delaware limited liability company. The registration statement for our initial public offering was declared effective on September 30, 2021. On October 5, 2021, we consummated our initial public offering of 24,150,000 units, including 3,150,000 additional units to cover over-allotments, at $10.00 per unit, generating gross proceeds of $241,500,000, and incurring offering costs of approximately $15.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively.

Simultaneously with the closing of our initial public offering, we consummated the private placement of 6,830,000 warrants, at a price of $1.00 per private placement warrant to the sponsor, generating proceeds of approximately $6.8 million.

Upon the closing of our initial public offering and the private placement, $241,500,000 ($10.00 per unit) of the net proceeds of our initial public offering and certain of the proceeds of the private placement was placed in a Trust Account located in the United States with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, 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 described below.

Our management has broad discretion with respect to the specific application of the net proceeds of our initial public offering and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that we will be able to complete a business combination successfully. We must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account

 

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(net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

We will have 18 months from the closing of our initial public offering, to consummate an initial business combination. However, if we anticipate that we may not be able to consummate an initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate a business combination once by an additional three months (for a total of 21 months to complete an initial business combination), provided that, the only way to extend the time available for us to consummate the initial business combination is for our sponsor or its affiliates or designees, upon five days’ advance notice prior to the deadline, to deposit into the Trust Account an amount of $0.10 per share of Class A common stock, or approximately $2.4 million in the aggregate, on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Public Stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

If we are unable to complete a business combination within 18 months from the closing of our initial public offering, or April 5, 2023, or 21 months from the closing of our initial public offering, or July 5, 2023, if extended (the “combination period”), we will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest (net of amounts withdrawn to fund working capital requirements, and/or to pay for our tax obligations (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Going Concern Consideration

As of September 30, 2022, we had approximately $26,000 in cash, approximately $1.4 million of interest income available in the Trust Account to pay for taxes and a working capital deficit of approximately $1.2 million (including tax obligations of approximately $417,000 that may be paid using investment income earned in Trust Account).

Our liquidity needs prior to the consummation of our initial public offering were satisfied through the payment of $25,000 from our sponsor to purchase the founder Shares and a loan under a promissory note with our sponsor (the “note”) in the amount of approximately $75,000. We fully repaid the note balance on October 4, 2021. Subsequent to the consummation of our initial public offering, our liquidity has been satisfied through the net proceeds from the consummation of our initial public offering and the private placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of the sponsor, or certain of our officers and directors may, but are not obligated to, provide us funds as needed under working capital loans. The working capital loans would either be repaid upon consummation of a business combination or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant. As of September 30, 2022 and December 31, 2021, we borrowed $140,000 and $0 under the Working Capital Loans,

 

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respectively. In October 2022, we borrowed an additional amount of $75,000, for an aggregate of $215,000 outstanding under the Working Capital Loans (as defined in “Related Party Transactions—Related Party Loans”.

In connection with our management’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation – Going Concern,” management has determined that the liquidity and mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. Our management plans to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after April 5, 2023. Our management plans to complete a Business Combination prior to the mandatory liquidation date and expects to receive financing to meet its obligations through the time of liquidation; however no financing is currently committed. The unaudited condensed financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of its unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with the Business Combination (including the Offer), extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with the Offer and Business Combination will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any private investment in public equity (PIPE) financing or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

We expect that if the new excise tax is imposed on us with respect to redemptions made after December 31, 2022, we will use interest earned on the Trust Account, as permitted by the charter, to satisfy any excise tax liability. It is also not clear whether and in what circumstances the U.S. Internal Revenue Services may collect funds from the Trust Account in the event the Company has insufficient funds to pay this excise tax. If this were

 

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the case, the amount available in the Trust Account for distribution to our stockholders in connection with a liquidation would be reduced. The cash on hand for us to fund the operations after a business combination may also be reduced. This may adversely affect our ability to complete a business combination.

Results of Operations

Our entire activity since inception up to September 30, 2022 related to our formation, the preparation for our initial public offering, and since the closing of our initial public offering, the search for a prospective initial business combination. We will not generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of investment income from the Trust Account. We will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative liabilities at each reporting period.

For the three months ended September 30, 2022, we had net loss of approximately $1.8 million, which consisted of approximately $329,000 general and administrative expenses, $50,000 of franchise tax expense, approximately $202,000 in income tax expense, and non-operating gain of approximately $2.3 million from the change in fair value of the derivative liabilities, partially offset by approximately $1.0 million of interest income from investment income.

For the nine months ended September 30, 2022, we had net income of approximately $15.5 million, which consisted of non-operating gain of approximately $16.1 million from the change in fair value of the derivative liabilities, approximately $1.4 million of interest income from investment income, partially offset by approximately $1.6 million of general and administrative expenses, approximately $150,000 of franchise tax expense and approximately $267,000 in income tax expense.

For the three months ended September 30, 2021, we had a net loss of approximately $94,000, which consisted of approximately $4,000 in general and administrative expenses and approximately $90,000 in franchise tax expense.

For the period from April 16, 2021 (inception) through September 30, 2021, we had a net loss of approximately $103,000, which consisted of approximately $11,000 in general and administrative expenses and approximately $92,000 in franchise tax expense.

Contractual Obligations

Administrative Services Agreement

On October 5, 2021, we entered into an agreement with our sponsor, pursuant to which we agreed to pay our sponsor $10,000 per month for office space, administrative and support services. Upon completion of a business combination or our liquidation, we will cease paying these monthly fees. We recorded $30,000 and $90,000 in connection with such fees during the three and nine months ended September 30, 2022, respectively, in the accompanying condensed statements of operations. We prepaid such fees in full and as of September 30, 2022 and December 31, 2021, we had an unused balance of $60,000 and $150,000 in prepaid expenses recorded in the accompanying condensed balance sheets, respectively.

Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that are made to our sponsor, executive officers or directors of our sponsor, or our executive officers or directors or their affiliates.

 

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Registration and Stockholder Rights

The holders of founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the private placement warrants), or warrants that may be issued upon conversion of the working capital loans and loan made to extend our time period of consummating an initial business combination, are entitled to registration rights pursuant to a registration and stockholder rights agreement signed upon the consummation of our initial public offering and amended and restated at the Closing. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of our initial public offering. An additional fee of $0.35 per unit, or approximately $8.5 million in the aggregate will be payable to certain of the underwriters for deferred underwriting commissions. The deferred fee will become payable to certain of the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and the reported amounts of income and expenses during the period reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

We account for the public warrants and private placement warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of public warrants and private placement were initially measured at fair value using Black-Scholes option pricing model and Monte-Carlo simulation method. Beginning in November 2021, the fair value of public warrants has been measured based on the listed market price of such public warrants. The private placement warrants were measured at fair value using a Black Scholes model at September 30, 2022 and December 31, 2021.

Working Capital Loan Option

In July 2022, certain of our officers loaned us an aggregate of $140,000 to be used for a portion of our expenses. At the option of our Sponsor, the outstanding principle may be converted into that number of warrants

 

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equal to the outstanding principle of the note divided by $1.00. The option (“Working Capital Loan Option”) to convert the Working Capital Loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in our condensed statements of operations each reporting period until the loan is repaid or converted. As of September 30, 2022, the fair value of the Working Capital Loan Option was approximately $6,000.

Class A Common Stock Subject to Possible Redemption

We account for the Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our shares of Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 24,150,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the accompanying condensed balance sheets.

Under ASC 480, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of our initial public offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Common Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income by the weighted average number of common stock outstanding for the respective period. We have not considered the effect of the public warrants and the private placement warrants to purchase an aggregate of 18,905,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

Our management do not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Off-balance sheet financing arrangements

As of September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth

 

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company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

 

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MANAGEMENT

Current Management

Prior to the Business Combination, our management is comprised of the following:

 

Name		Age		Position
Niccolo de Masi		42		Chief Executive Officer and Director
Harry You		63		Chairman and Director
Gabrielle Toledano		56		Director
Darla Anderson		63		Director
Becky Ann Hughes		43		Director
Francesca Luthi		47		Director

Niccolo de Masi has been our Chief Executive Officer and a director since April 16, 2021. Mr. de Masi is also the co-chief executive officer and director of dMY Squared Technology Group, Inc. and director of Planet Labs, of IonQ, Inc., of Rush Street Interactive and of Genius Sports Limited. Mr. de Masi is also the non-executive chairman of June UK Topco Jersey Limited, of which Jagex Limited is a wholly-owned indirect subsidiary. Mr. de Masi was a member of the board of directors of Glu, from January 2010 to April 2021, and served as chairman from December 2014 to April 2021, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi was the chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) from February 2019 to March 2020, a member of its board of directors from October 2018 until January 2020, and was president of products and solutions from February 2019 until January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University. Mr. de Masi’s qualifications to serve on our board of directors include his extensive leadership experience in the mobile app space, his track record in our target industry and his network of contacts in the technology sector.

Harry You has been our Chairman and a director since April 16, 2021. Mr. You is also the co-chief executive officer and chairman of dMY Squared Technology Group, Inc. and director of IonQ, Inc., of Coupang and of Broadcom. Mr. You served as the executive vice president of EMC (formerly NYSE: EMC) in the office of the chairman from 2008 to 2016. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. In September 2016, Mr. You founded GTY (Nasdaq: GTYH), in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY’s president from May 7, 2019 to May 20, 2019. Mr. You served as a director of Korn/Ferry International from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint from 2005 to 2007. He also served as BearingPoint’s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle Corporation (NYSE: ORCL), and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College. Mr. You’s qualifications to serve on our board of directors include his extensive and varied deal experience throughout his career, including his experience structuring Dell’s acquisition of EMC as EMC’s

 

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executive vice president, his network of contacts in the technology sector, and his prior special purpose acquisition company experience with GTY.

Gabrielle Toledano has served as a member of our Board since April 16, 2021. Since March 2021 and from January 2020 to January 2021, Ms. Toledano has served as Chief Operating Officer at Keystone Strategy LLC, a strategy and economics consulting firm. From January 2021 to March 2021, Ms. Toledano served as Chief Talent Officer of ServiceNow Inc., a software company. Prior to that, Ms. Toledano served as an Executive in Residence for Comcast Ventures LLC, a corporate venture capital firm, from January 2019 to December 2019. From May 2017 to October 2018, Ms. Toledano served as the Chief People Officer of Tesla Inc. (NASDAQ: TSLA), a manufacturer of electric vehicles and energy storage products. From December 2016 to May 2017, Ms. Toledano served as an Advisor to, and from February 2006 to December 2016 as the Chief Talent Officer and Executive Vice President at Electronic Arts Inc. (NASDAQ: EA). From February 2017 to March 2017, she served as a consultant to Slack Technologies, Inc. (NYSE: WORK), a software company. Prior to joining Electronic Arts, from 2002 to 2006, Ms. Toledano served as Chief Human Resources Officer at Siebel Systems, Inc., a supplier of customer software solutions and services. From 1991 to 2002, Ms. Toledano served in various human resources positions at Microsoft Corporation (NASDAQ: MSFT) and Oracle Corporation (NYSE: ORCL). Ms. Toledano has served as a director of Better.com since April 2021, Bose Corporation since June 2020, Namely, Inc. since February 2019. Prior to her current boards, Ms. Toledano served on the boards of Glu from December 2017 to April 2021, Visier Inc. from May 2014 to January 2021, TalentSky Inc. from January 2015 to January 2019, Jhana Software from November 2016 to July 2017, Jive Software, Inc. from November 2015 to June 2017, Big City Mountaineers Inc. from May 2011 to September 2014, and the Society of Human Resource Management (SHRM) from February 2009 to July 2011. In addition, Ms. Toledano has advised several technology companies in the Human Capital Management space, including Opendoor Technologies Inc. (NASDAQ: OPEN), an online company for transacting in residential real estate, Lucid Holdings, LLC, a market research platform company, Collective Health, Inc., a healthcare platform company, Espresa, Inc., an employee culture benefits platform company, and Betterworks Systems, Inc., an enterprise collaboration platform provider. Ms. Toledano holds a B.A. in modern thought and literature and an M.A. in education from Stanford University. Ms. Toledano’s strong background in gaming and technology management, including her extensive experience as an executive in the Human Resources field of various public companies, and her broad experience as a director of technology companies led the Board to conclude that she should serve on our board of directors.

Becky Ann Hughes has served as a member of our Board since September 30, 2021. Ms. Hughes currently serves as Senior Vice President of Growth for Glu within Electronic Arts Inc. Her primary responsibilities include setting strategy for player-centric growth, guiding investment decisions for performance-based marketing, and leading transformation initiatives across Marketing, Analytics & Data Science, Central Technology, Consumer Research, and Customer Care. Prior to her current role, Ms. Hughes served as a public officer and Senior Vice President of Growth for Glu, reporting to the Chief Executive Officer. Prior to this, Ms. Hughes served as Vice President & General Manager of the GluPlay Studio, leading the product vision for new games and live operations including the products Diner DASH, Cooking DASH, and Restaurant DASH with Gordon Ramsay. Prior to Glu, Becky Ann led data-driven transformation in both the gaming and restaurant industries. At PlayFirst, Inc., the originator of the “DASH” franchise, she served as Vice President & Co-Head of Studio, leading a business model change from premium to free-to-play and a platform transition from PC to mobile devices. Ms. Hughes holds a B.S. in Business from San Jose State University and a Master of Business Administration (MBA) from The Wharton School at the University of Pennsylvania. Ms. Hughes’s qualifications to serve on the board of directors include her extensive and varied experience as an accomplished technology executive, with over 17 years of experience leading transformational change across multiple industries, teams, and business models with a special focus on data-driven, customer-centric strategies and building strong connections with consumers and more than 11 years in the free-to-play mobile games industry.

Darla K. Anderson has served as a member of our Board since September 30, 2021. Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A

 

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Bug’s Life,” “Monsters, Inc.” Following her tenure at Pixar, Ms. Anderson joined Netflix as a producer. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson served as a member of the board of directors of Glu (Nasdaq: GLUU) from March 2019 to April 2021 and is currently a director of dMY Squared Technology Group, Inc. Ms. Anderson holds a B.A. in Environmental Science from San Diego State University. Ms. Anderson’s qualifications to serve on our board of directors include her substantial leadership experience in the entertainment industry.

Francesca Luthi has served as a member of our Board since September 30, 2021. Ms. Luthi currently serves as the executive vice president and chief administrative officer at Assurant, Inc. since June 2020. After joining Assurant in 2012, Ms. Luthi was the senior vice president of investor relations, marketing and communications from 2014 until 2015, and the chief communications and marketing officer from 2016 to 2020. Prior to joining Assurant, Ms. Luthi served as the senior vice president of corporate communication and investor relations at Accretive Health. Before this, Ms. Luthi held senior-level investor relations and communication roles at BearingPoint and Accenture. Ms. Luthi also helped establish the investor relations department at Omnicom Group after serving as a financial analyst in the Investment Banking Division at Morgan Stanley. Ms. Luthi is currently a director of dMY Squared Technology Group, Inc. Ms. Luthi holds a B.S. in Economics from Georgetown University’s School of Foreign Service. Ms. Luthi’s qualifications to serve on our board of directors include her financial and business strategy expertise.

Management of Rainwater Tech After Consummation of the Business Combination

The following sets forth certain information, as of the date of this Offer to Purchase, concerning the persons who are expected to serve as directors and executive officers of Rainwater Tech following the consummation of the Business Combination:

 

Name		Age				Position
Executive Officers
Mike Nefkens			53			Chief Executive Officer and Co-Founder
Keri Waters			46			Chief Product Officer and Co-Founder
David Chung			32			Chief Strategy Officer
Directors
Mike Nefkens			53			Director
Charlie Candy			40			Director
Alexandra Steele			54			Director
Lyman Dickerson			78			Director
J. Eric Smith			65			Director
Harry You			63			Director
Niccolo de Masi			42			Director

Executive Officers

Mike Nefkens is a co-founder and has served as Chief Executive Officer of Rainwater Tech since December 1, 2022. He is responsible for strategy, go-to-market and overall execution of the Company’s business plan. He is also expected to serve as a director of Rainwater Tech. Mr. Nefkens has been a public company CEO and Board Member. He is an expert in transformational growth, large-scale sales and commercial deal development, and has led multiple successful solution-based go-to- market teams and transformations. Mr. Nefkens is a strong climate change advocate and meteorology expert. Prior to Rainwater Tech, Mr. Nefkens served as a Senior Advisor at Boston Consulting Group, focusing on corporate spins and mergers. He is an industry expert in technology, services, industrial manufacturing, downstream energy, smart homes and ESG, and has closed more than $30 billion of deals with enterprise customers and governments. Mr. Nefkens also supports Apax Partners and Apollo Global Management as an advisor and board member for portfolio

 

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companies. He served on the Board of Directors of Riverbed Technologies until its sale to a private equity firm in 2015 and is currently on the Board of Directors of Coalfire, a cybersecurity services firm. Mr. Nefkens served as CEO of Honeywell spin-off Resideo Technologies from 2018-2020, as well as on its Board of Directors, and as President of Hewlett Packard Enterprise Services from 2012-2017. He earned his Master of Business Administration (MBA) from Duke University and undergraduate degree from Texas Christian University.

Keri Waters is a co-founder and has served as Chief Product Officer of Rainwater Tech since December 1, 2022. She is a serial founder, inventor, and GM, with particular focus areas strategic marketing and product. As CEO & Co-founder at Buoy Labs (acquired by NYSE:REZI in 2019), she acquired two patents, an Edison Award, CES Best of Show Award and Techcrunch Hardware Battlefield honours for the ground-breaking Buoy IoT device, a smart home product that prevented home water leak damage and reduced everyday water use by 10%. Prior to that, she was CEO at Arqetype, a mobile analytics company acquired by Vivo Technology in 2014. She is currently Executive Chairman at Million on Mars, a leading web3 gaming company. She holds a B.S. in Mechanical Engineering from MIT, and a Master of Business Administration (MBA) from UC Berkeley, Haas School of Business.

David Chung currently serves as Vice President at dMY VI, which he has served as since September 1, 2021, and is expected to serve as Chief Strategy Officer of Rainwater Tech following the consummation of the Business Combination. From July 2019 to September 2021, Mr. Chung was a senior investment banking associate at Goldman Sachs’ Technology, Media and Telecommunications Group. Prior to joining Goldman Sachs, from June 2015 to September 2017, Mr. Chung worked at Bowers & Wilkins as a financial analyst. Mr. Chung earned his Bachelor degree in 2012 from Stanford University and his Master of Business Administration (MBA) from Stanford University Graduate School of Business in 2019.

Directors

Mike Nefkens is expected to serve as a director of Rainwater Tech. Mr. Nefkens is also co-founder and has served as Chief Executive Officer of Rainwater Tech since December 1, 2022. He is responsible for strategy, go-to-market and overall execution of the Company’s business plan. Mr. Nefkens has been a public company CEO and Board Member. He is an expert in transformational growth, large-scale sales and commercial deal development, and has led multiple successful solution-based go-to- market teams and transformations. Mr. Nefkens is a strong climate change advocate and meteorology expert. Prior to Rainwater Tech, Mr. Nefkens served as a Senior Advisor at Boston Consulting Group, focusing on corporate spins and mergers. He is an industry expert in technology, services, industrial manufacturing, downstream energy, smart homes and ESG, and has closed more than $30 billion of deals with enterprise customers and governments. Mr. Nefkens also supports Apax Partners and Apollo Global Management as an advisor and board member for portfolio companies. He served on the Board of Directors of Riverbed Technologies until its sale to a private equity firm in 2015 and is currently on the Board of Directors of Coalfire, a cybersecurity services firm. Mr. Nefkens served as CEO of Honeywell spin-off Resideo Technologies from 2018-2020, as well as on its Board of Directors, and as President of Hewlett Packard Enterprise Services from 2012-2017. He earned his Master of Business Administration (MBA) from Duke University and undergraduate degree from Texas Christian University.

Charlie Candy is expected to serve as a director of Rainwater Tech. He currently serves as Chief Revenue Officer at Planet, a company providing daily satellite date to help businesses, governments, researchers and journalists understand the physical world. He is an experienced sales and strategy leader with a demonstrated history of building high performing geographically dispersed teams, driving change, and delivering results. Before operating as Planet’s Chief Revenue Officer, Mr. Candy ran sales for Planet across the EMEA region. Prior to joining Planet, he led Global GTM Strategy for Design at Autodesk, responsible for four major business lines within manufacturing. Mr. Candy has a proven track record in people leadership, sales, strategy, channel development, and Software as a Service (SaaS). He earned his Master of Business Administration (MBA) from Oxford Brookes Business School. We believe Mr. Candy is qualified to serve as a member of the Company’s board of directors because of his integral involvement in the technology industry, generally, and breadth of experience in sales and strategy roles.

 

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Alexandra Steele is expected to serve as a director of Rainwater Tech. Ms. Steele is an Emmy nominated broadcast meteorologist with over 20 years of experience. She is currently an on-air weekend meteorologist for CBS (since 2015) and an on-air freelance meteorologist for The Weather Channel (since 2014). From 2011 to 2014, she was an on-air meteorologist for CNN, from 2003 to 2010, she was the weekday prime time on-air anchor for The Weather Channel, and from 1999-2003, she was the weekday morning on-air meteorologist at WJLA. As a broadcast meteorologist, she has extensive breadth and depth of experience in live network coverage from hurricanes, tornadoes, and blizzards, as well as live weather coverage of major sporting events. In addition, she has traveled and produced weather and climate stories around the world. Ms. Steele has served as a member of The American Meteorological Society since 1998 and was issued The American Meteorological Society Seal of Approval in 1999. She received her Bachelor degree in History of Art and Architecture from Brown University, her Masters in Broadcast Journalism from the Medill School of Journalism at Northwestern University, and completed her Meteorology Studies at Fairfield University and Western Connecticut State University.

Lyman Dickerson is expected to serve as a director of Rainwater Tech. He currently serves as an Operating Partner at Element Partners, helping to support its water investment strategy and provide advice on specific investments in the water sector. Mr. Dickerson is currently a Senior Advisor to Seven Seas Water and Quench. He is a co-founder of Ecolochem, Inc., a provider of outsourced industrial water treatment services for a wide range of industries including power, refining, chemical, pulp and paper, automotive, electronics, and pharmaceuticals, and served as Ecolochem’s President and Chief Executive Officer from 1973 to 2003. In November 2003, Ecolochem was sold to Ionics, Inc., and Mr. Dickerson subsequently became a Vice President of Ionics, with responsibility for Ionics’ Ecolochem and industrial water divisions. In February 2004, Ionics was acquired by General Electric. Mr. Dickerson has previously served on the Board of Directors for Ionics and Ecolochem. He received a B.A. from East Carolina University and a Master in Business Administration (MBA) from the University of Miami. We believe Mr. Dickerson is qualified to serve as a member of the Company’s board of directors because of his more than thirty years of operating experience in the water industry, including as CEO of the largest outsourced water services provider to the U.S. power industry.

J. Eric Smith is expected to serve as a director of Rainwater Tech. From 2012 to 2020, he served as Regional President Americas at Swiss Re Group, one of the leading providers of reinsurance, insurance and other forms of insurance-based risk transfer, and was the Group’s Chief Executive Officer Reinsurance Americas from 2010 to 2012. From 2010 to 2011, Mr. Smith served as President of USAA Life insurance Co. and from 2003 to 2010, Mr. Smith worked at Allstate where he rose to the rank of President of Financial Services. In addition, Mr. Smith worked in various roles in property and casualty insurance with Country Financial for more than 20 years. He currently serves on the Board of Directors of Pine Technology Acquisition Corp. and on the Board of Directors of QBE Insurance Group Ltd. He earned his Bachelor in Finance from the University of Illinois and his Master of Business Administration (MBA) from Northwestern University’s Kellogg School of Management. We believe Mr. Smith is qualified to serve as a member of the Company’s board of directors because of the extensive breadth and depth of his business experience gained as an executive of some of the leading insurance companies in the country.

Harry You is expected to serve as a director of Rainwater Tech. Mr. You is also the co-chief executive officer and chairman of dMY Squared Technology Group, Inc. and director of IonQ, Inc., of Coupang and of Broadcom. Mr. You served as the executive vice president of EMC (formerly NYSE: EMC) in the office of the chairman from 2008 to 2016. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. In September 2016, Mr. You founded GTY (Nasdaq: GTYH), in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY’s president from May 7, 2019 to May 20, 2019. Mr. You served as a director of Korn/Ferry International from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint from 2005 to 2007. He also served as

 

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BearingPoint’s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle (NYSE: ORCL), and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College. We believe Mr. You is qualified to serve as a member of the Company’s board of directors because of his extensive and varied experience as both a senior executive and board member at a variety of publicly traded technology and software companies.

Niccolo de Masi is expected to serve as a director of Rainwater Tech. Mr. de Masi is also the co-chief executive officer and director of dMY Squared Technology Group, Inc. and director of Planet Labs, of IonQ, Inc., of Rush Street Interactive and of Genius Sports Limited. Mr. de Masi is also the non-executive chairman of June UK Topco Jersey Limited, of which Jagex Limited is a wholly-owned indirect subsidiary. Mr. de Masi was a member of the board of directors of Glu, from January 2010 to April 2021, and served as chairman from December 2014 to April 2021, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi was the chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) from February 2019 to March 2020, a member of its board of directors from October 2018 until January 2020, and was president of products and solutions from February 2019 until January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University. We believe Mr. de Masi is qualified to serve as a member of the Company’s board of directors because of his breadth of experience as both an officer and board member at a variety of publicly traded technology companies.

Senior Technical Advisors

Theodore Anderson is expected to serve as a senior technical advisor to Rainwater Tech. Dr. Anderson is a foremost authority and pioneer on plasma antennas. He has over 20 issued patents on plasma antennas, plasma frequency selective surfaces, plasma waveguides, and plasma MRI/PET. He has also presented at many conferences with symposium papers on plasma antennas, and has published peer-reviewed journal articles and other works in the areas of plasma antennas, plasma physics, electrodynamics, fluid dynamics, acoustics, hydroacoustics, atomic physics, foundations of quantum mechanics, nuclear engineering and mathematical scattering theory. In 2002, Dr. Anderson founded Haleakala Research and Development, Inc., a company focused on plasma antenna technology.

Scott Morris is expected to serve as a senior technical advisor to Rainwater Tech. Mr. Morris is a senior fellow at the Center for Global Development, director of the center’s US Development Policy program and co-director of the Sustainable Development Finance program. His research addresses development finance issues, debt policy, governance issues at international financial institutions like the World Bank and IMF, and Chinese development finance. He served as deputy assistant secretary for development finance and debt at the US Treasury Department in the Obama Administration. In that capacity, he led US engagement with the multilateral development banks, as well as US participation in the Paris Club of official creditors. During his time at Treasury, Mr. Morris led negotiations for four general capital increases at the multilateral development banks and replenishments of the International Development Association (IDA), Asian Development Fund, and African Development Fund. He was a senior staff member on the Financial Services Committee in the US House of Representatives, where he was responsible for the Committee’s international policy issues, including the Foreign Investment and National Security Act of 2007 (the landmark reform of the CFIUS process), as well multiple reauthorizations of the US Export-Import Bank charter and approval of a $108 billion financing

 

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agreement for the International Monetary Fund in 2009. Previously, Mr. Morris was a vice president at the Committee for Economic Development in Washington, DC. He currently serves on the international advisory panel of the Asian Infrastructure Investment Bank, the eminent group of independent advisors for the International Fund for Agricultural Development, and the executive committee of the Modernizing Foreign Assistance Network. He is also co-chair of the International Financial Institutions working group, a diverse coalition of US-based organizations seeking to promote effective US participation in multilateral institutions.

Director Independence

Based on information provided by each director concerning his background, employment and affiliations, it is expected that the Combined Company Board will determine that none of the directors, other than Harry You and Niccolo de Masi, has any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of the directors is “independent” as that term is defined under the NYSE listing standards. In making these determinations, the Combined Company Board will consider the current and prior relationships that each non-employee director has with the Combined Company and all other facts and circumstances the Combined Company Board deems relevant in determining their independence, including the beneficial ownership of securities of the Combined Company by each non-employee director and the transactions described in the section titled “Certain Relationships and Related Party Transactions.” The Combined Company will re-evaluate the independence of each member of the Combined Company Board following the consummation of the Business Combination.

Role of the Combined Company Board in Risk Oversight/Risk Committee

Upon the consummation of Business Combination, one of the key functions of the Combined Company’s board of directors will be informed oversight of the Combined Company’s risk management process. The Combined Company’s board of directors does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Combined Company board as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, the board of directors will be responsible for monitoring and assessing strategic risk exposure and the Combined Company’s audit committee will have the responsibility to consider and discuss the Combined Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. The Combined Company’s compensation committee will also assess and monitor whether the Combined Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Committees of the Board of Directors

Upon the consummation of the Business Combination, the Combined Company’s board of directors will reconstitute its audit committee, compensation committee and nominating and corporate governance committee. The board of directors will adopt a new charter for each of these committees, which will comply with the applicable requirements of current SEC and NYSE rules. The Combined Company intends to comply with future requirements to the extent applicable. Following the consummation of the Business Combination, copies of the charters for each committee will be available on the investor relations portion of the Combined Company’s website.

Audit Committee

The audit committee will consist of Harry You, J. Eric Smith, and Niccolo de Masi, each of whom the Combined Company’s board of directors has determined satisfies the independence requirements under NYSE listing standards and Rule 10A- 3(b)(1) of the Exchange Act, assuming independence of Harry You and Niccolo

 

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de Masi following the consummation of the Business Combination. The chair of the audit committee will be J. Eric Smith. dMY VI’s Board has determined that Harry You is an “audit committee financial expert” within the meaning of SEC regulations. Each member of the audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, dMY VI’s Board has examined each audit committee member’s scope of experience and the nature of their employment.

The primary purpose of the audit committee will be to discharge the responsibilities of the board of directors with respect to the corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee the independent registered public accounting firm. Specific responsibilities of the audit committee will include:

 

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helping the board of directors oversee corporate accounting and financial reporting processes;

 

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managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements;

 

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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results;

 

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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 

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reviewing related person transactions;

 

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obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

 

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approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

The compensation committee will consist of Lyman Dickerson and Niccolo de Masi. The chair of the compensation committee will be Niccolo de Masi. dMY VI’s Board has determined that each member of the compensation committee is independent under the NYSE listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act, assuming independence of Niccolo de Masi following the consummation of the Business Combination.

The primary purpose of the compensation committee will be to discharge the responsibilities of the board of directors in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate. Specific responsibilities of the compensation committee will include:

 

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reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;

 

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administering the equity incentive plans and other benefit programs;

 

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reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and

 

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reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy.

 

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Nominating and Governance Committee

The nominating and corporate governance committee will consist of Charles Candy, Lyman Dickerson and Alexandra Steele. The chair of the nominating and corporate governance committee will be Lyman Dickerson. dMY VI’s Board has determined that each member of the nominating and corporate governance committee is independent under the NYSE listing standards.

Specific responsibilities of the nominating and corporate governance committee will include:    

 

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identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the board of directors;

 

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considering and making recommendations to the board of directors regarding the composition and chairmanship of the committees of the board of directors;

 

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developing and making recommendations to the board of directors regarding corporate governance guidelines and matters, including in relation to corporate social responsibility; and

 

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overseeing periodic evaluations of the performance of the board of directors, including its individual directors and committees.

Code of Ethics

Following the consummation of the Business Combination, the board of directors of Rainwater Tech will adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of the Company’s employees, executive officers and directors. The Code of Conduct will be available at the investors section of Rainwater Tech’s website at www.rainwatertech.com. Any amendments to the Code of Conduct, or any waivers of its requirements, are expected to be disclosed on its website to the extent required by applicable rules and exchange requirements. The reference to the Company website address does not constitute incorporation by reference of the information contained at or available through the Company’s website, and you should not consider it to be a part of this Offer to Purchase.

Director Compensation

Following the completion of the Business Combination, our compensation committee will determine the annual compensation to be paid to the members of the Rainwater Tech board.

Executive Compensation

Following the completion of the Business Combination, our compensation committee will determine the annual compensation to be paid to the Executive Officers of Rainwater Tech.

Limitation on Liability and Indemnification of Directors and Officers

The Proposed Charter, which will be effective upon consummation of the Business Combination, will limit a directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

 

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for any transaction from which the director derives an improper personal benefit;

 

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for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

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for any unlawful payment of dividends or redemption of shares; or

 

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for any breach of a director’s duty of loyalty to the corporation or its stockholders.

 

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If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the amended and restated bylaws provide that the Company will, in certain situations, indemnify its directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, the Company will enter into separate indemnification agreements with its directors and officers. These agreements, among other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of its directors or officers or any other company or enterprise to which the person provides services at its request.

The Company plans to maintain a directors’ and officers’ insurance policy pursuant to which its directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in the Proposed Charter and amended and restated bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of dMY VI’s shares of Common Stock as of December 29, 2022 (pre-Business Combination) and immediately following consummation of the Business Combination:

 

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each person known to us to own beneficially more than 5% of our Common Stock, which beneficial ownership may not yet reflect shares redeemed by such person in our Extension Tender Offer;

 

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each of our current executive officers and directors; and

 

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each of our directors and executive officers as a group.

Pre-Business Combination Beneficial Ownership

 

Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned(2)				Percentage of Ownership(2)
dMY Sponsor VI, LLC (our sponsor)(3)			6,037,500				20	%
Harry L. You(3)			6,037,500				20	%
Niccolo de Masi			—				—
Gabrielle Toledano			—				—
Becky Ann Hughes			—				—
Darla Anderson			—				—
Francesca Luthi			—				—
All executive officers, directors and director nominees as a group (six (6) individuals)			6,037,500				20	%

 

(1)	Unless otherwise indicated, the business address of each of the individuals is 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.

(2)	Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.

(3)

dMY Sponsor VI, LLC is the record holder of the shares reported herein. Each of our officers and directors are among the members of dMY Sponsor VI, LLC and Mr. You is the manager of dMY Sponsor VI, LLC. Mr. You has voting and investment discretion with respect to the common stock held of record by dMY Sponsor VI, LLC. Each of our officers and directors other than Mr. You disclaims any beneficial ownership of any shares held by dMY Sponsor VI, LLC.

Post-Business Combination Beneficial Ownership

Unless otherwise indicated, dMY VI believes that all persons named in the table will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all dMY VI securities beneficially owned by them.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, dMY VI believes, based on the information furnished to it, that the persons and entities named in the table below will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community property laws. All dMY VI stock subject to options or warrants exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not,

 

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however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

 

Assuming No Redemptions(5)

Assuming 50% Redemptions(6)

Assuming Maximum Redemption(7)

Name and Address(1)

Number of Shares Beneficially Owned(2)(4)

Percentage of Ownership(2)

Number of Shares Beneficially Owned(2)(4)

Percentage of Ownership(2)

Number of Shares Beneficially Owned(2)(4)

Percentage of Ownership(2)

dMY Sponsor VI, LLC (our sponsor)(3)

Harry L. You(3)

Niccolo de Masi

Gabrielle Toledano

Becky Ann Hughes

Darla Anderson

Francesca Luthi

All executive officers, directors and director nominees as a group (six (6) individuals)

 

(1)	Unless otherwise indicated, the business address of each of the individuals is 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.

(2)	Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.

(3)

dMY Sponsor VI, LLC is the record holder of the shares reported herein. Each of our officers and directors are among the members of dMY Sponsor VI, LLC and Mr. You is the manager of dMY Sponsor VI, LLC. Mr. You has voting and investment discretion with respect to the common stock held of record by dMY Sponsor VI, LLC. Each of our officers and directors other than Mr. You disclaims any beneficial ownership of any shares held by dMY Sponsor VI, LLC.

(4)	Includes up to 787,500 founder shares.

(5)	The post-Business Combination percentage of beneficial ownership in the table above is calculated based on [             ] shares of Common Stock outstanding upon consummation of the Business Combination.

(6)	The post-Business Combination percentage of beneficial ownership in the table above is calculated based on [             ] shares of Common Stock outstanding upon consummation of the Business Combination.

(7)	The post-Business Combination percentage of beneficial ownership in the table above is calculated based on [             ] shares of Common Stock outstanding upon consummation of the Business Combination.

 

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