What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-11-15 compared with 2021-08-16 · 79 added, 23 removed, 1 unchanged (99% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales

On September 14, 2020, our Sponsor subscribed for 7,187,500 shares of Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on November 17, 2020.

Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

In October 2020, our Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E.

Wert, our director nominees.

On November 12, 2020, we effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding.

The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering.

On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units;

thus, only 406,250 Founder Shares remain subject to forfeiture.

On November 17, 2020, our Sponsor purchased 4,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.0 million (including approximately $8.0 million in cash and approximately $50,000 in subscription receivable).

No underwriting discounts or commissions were paid with respect to such sales.

This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Total Number of Shares

(or Units) Purchased

Average Price Paid per

Share (or Unit)

Total Number of Shares

(or Units) Purchased as

Part of Publicly

Announced Plans or

Maximum Number (or

Approximate Dollar

Value) of Shares (or

Units) that May Yet Be

Purchased Under the

Plans or Programs

7/1/2021 – 7/31/2021

8/1/2021 – 8/31/2021

9/1/2021 – 9/30/2021

All of the shares repurchased, as reflected in the table above, were repurchases of unvested shares of our common stock that had been issued upon early exercise of stock options.

Pursuant to the associated option award agreements, upon termination of employment of a person holding unvested shares, we were entitled to repurchase the unvested shares.

Recent Sales of Unregistered Securities

On September 30, 2021 and in connection with the closing of the Business Combination, we issued 34,500,000 shares of common stock for a purchase price of $10.00 per share and an aggregate purchase price of $345.0 million pursuant to separate subscription agreements.

Such shares of common stock were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Use of Proceeds

On November 17, 2020, we consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $300.0 million, and incurring offering costs of approximately $16.4 million, inclusive of approximately $10.5 million in deferred underwriting commissions.

In connection with the Initial Public Offering, we incurred offering costs of approximately $17.0 million, inclusive of approximately $10.5 million in deferred underwriting commissions.

Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering.

After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $300.0 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account.

The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the final prospectus related to the Initial Public Offering.

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

On November 17, 2020, dMY consummated its initial public offering of 30,000,000 units, consisting of shares of common stock and warrants to purchase shares of common stock, generating total gross proceeds of $300.0 million.

After deducting payments to existing stockholders of $9.5 million in connection with their exercise of redemption rights prior to the closing of the Business Combination and expenses related to the Business Combination, the remainder of the trust account is now held on our balance sheet to fund our operations and continued growth.

(a) Exhibits.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Incorporated by Reference

Agreement and Plan of Merger, dated as of March 7, 2021, by and among dMY Technology Group, Inc.

III, IonQ, Inc.

and IonQ Trap Acquisition Inc.

March 8, 2021

Amended and Restated Certificate of Incorporation of IonQ, Inc.

October 4, 2021

Amended and Restated Bylaws of IonQ, Inc.

October 4, 2021

Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc.

October 4, 2021

Change in Control Severance Plan and Summary Plan Description

August 5, 2021

Form of Indemnification Agreement

October 4, 2021

2021 Equity Incentive Plan

October 4, 2021

Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan

October 4, 2021

Forms of Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan

October 4, 2021

2021 Employee Stock Purchase Plan

October 4, 2021

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Indicates a management contract or compensatory plan, contract or arrangement.

Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q),

irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Formerly Known as dMY Technology Group, Inc.

November 15, 2021

/s/ Peter Chapman

Peter Chapman

President and Chief Executive Officer

(Principal Executive Officer)

November 15, 2021

/s/ Thomas Kramer

Thomas Kramer

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities