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Item 5. Market for Registrant’s Common Equity

2022-03-28 compared with 2021-03-25 · 16 added, 259 removed, 2 unchanged (99% of the section changed)

1 unchanged sentence

Market Information

Our units, Class A

common stock and warrants are traded on the New York Stock Exchange under the symbols DMYI.U, DMYI and DMYI WS, respectively.

Our Class B common stock is not publicly traded and is held of record by the

Sponsor and the following independent directors of the Company:

Darla Anderson, Francesca Luthi and Charles E.

Our Class B common stock is convertible into Class A common stock on a one-for-one basis into shares of Class A common stock, effective as of immediately prior to the closing of the Business Combination.

As of December 31, 2020, there was one

holder of record of our units, no holders of record of our Class A common stock and one holder of record of our warrants.

The number of holders of record does not include a substantially greater number of street name holders or

beneficial holders whose units, Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an initial business combination.

The payment of any

cash dividends subsequent to an initial business combination will be within the discretion of our board of directors at such time.

If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to

in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities;

Proceeds from Registered Offerings

On September 14 2020, we issued to the Sponsor an aggregate of 7,187,500 founder shares in exchange for a

capital contribution of $25,000.

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

The initial stockholders agreed to forfeit up to

1,031,250 founder shares to the extent that the over-allotment option was not exercised in full by the underwriters in the initial public offering.

The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in

full by the underwriters so that the founder shares would represent 20.0% of the common stock after the initial public offering.

The underwriters partially exercised their over-allotment option;

thus, 406,250 founder shares were forfeited, resulting

in an aggregate of 7,500,000 founder shares outstanding.

The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (Securities Act).

On November 17, 2020, we consummated our initial public offering of 30,000,000 units.

The units were sold at an offering price of $10.00 per unit,

generating total gross proceeds of $300,000,000.

Goldman Sachs & Co.

LLC acted as sole bookrunner of the offering and Needham & Company, LLC and Academy Securities, Inc.

acted as co-managers

of the offering.

The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No.

The SEC declared

the registration statement effective on November 12, 2020.

Simultaneously with the consummation of the initial public offering, we consummated a

private placement of 4,000,000 private placement warrants to the Sponsor and underwriter at a price of $2.00 per warrant, generating total proceeds of $8,000,000.

Such securities were issued pursuant to the exemption from registration contained in

Section 4(a)(2) of the Securities Act.

The private placement warrants are the same as the warrants sold as part of the units sold in the initial

public offering, except the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions.

Additionally, private placement warrants are

exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Of the gross proceeds received from the initial public offering and private placement of private placement warrants, $300,000,000 was placed in a trust

We paid a total of $6,000,000 in underwriting fees and $460,000 for other costs and expenses related to the

initial public offering.

In addition, the underwriters agreed to defer $10,500,000 in underwriting fees.

Selected Financial Data

Not applicable.

Managements Discussion and Analysis

References to we, us, our or the Company

are to dMY Technology Group, Inc.

III, except where the context requires otherwise.

The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning

of Section 27A of the Securities Act, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to

known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect,

plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not

limited to, those described in our other U.S.

Securities and Exchange Commission (SEC) filings.

We are a blank check company incorporated in Delaware on September 14, 2020 for the purpose of effecting a merger, capital stock exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination).

Our sponsor is dMY Sponsor III LLC, a Delaware limited liability company (our Sponsor).

Our registration statement for our Initial Public Offering (the Initial Public Offering) became effective on November 12,

On November 17, 2020, we consummated the Initial Public Offering of 30,000,000 units (Units and, with respect to the Class A common stock included in the Units being offered, the Public Shares),

including the 2,500,000 Units as a result of the underwriters partial exercise of their over-allotment option (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering

costs of approximately $16.96 million, inclusive of $10.50 million in deferred underwriting commissions.

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the private placement (Private Placement) of 4,000,000 warrants at a price of $2.00 per warrant (Private Placement Warrants) to the Sponsor, generating gross proceeds of

$8.0 million.

Upon the closing of the Initial Public Offering, the Private Placement, and the over-allotment option, $300.0 million

($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (Trust Account), located in the United States at J.P.

Morgan Chase Bank, N.A.

with Continental 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, until the earlier

(i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account.

Our management has broad discretion with respect to the specific application of the net proceeds of the

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.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 17, 2022, 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 earned on the funds held in the Trust Account and not previously released to us to pay its 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),

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to

provide for claims of creditors and the requirements of other applicable law.

We intend to effectuate our Initial Business Combination using cash from

the proceeds of the Initial Public Offering and the Private Placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our Initial Business Combination (pursuant to forward purchase agreements or backstop

agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors in this offering, which dilution would increase if the

anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the

Class B common stock;

may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with

rights senior to those afforded our Class A common stock;

could cause a change in control if a substantial number of shares of our Class A common stock are issued,

which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting

rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could

default and foreclosure on our assets if our operating revenues after an initial business combination are

insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to

obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the

funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in

which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse

changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt

service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

On March 7, 2021, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Ion Trap Acquisition Inc., a Delaware

corporation and a direct, newly formed wholly owned subsidiary of the Company (Merger Sub) and IonQ, Inc., a Delaware corporation (IonQ).

Pursuant to the Merger Agreement, at the Effective Time, and in accordance with the

Delaware General Corporation Law, as amended, Merger Sub will merge with and into IonQ (the Merger), with IonQ continuing as the surviving entity in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of

See the Current Report on Form 8-K, filed with the SEC on March 7, 2021, for further information.

On March 7, 2021, concurrently with the

execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the PIPE Investors), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have

collectively subscribed for 35,000,000 shares of the Companys Class A common stock for an aggregate purchase price equal to $350,000,000.

See the Current Report on Form 8-K, filed with the SEC on March 7, 2021, for further information.

Liquidity and Capital Resources

As of December 31, 2020, we had approximately $1.6 million in our operating bank account, approximately $31,000 of interest income available in the

Trust Account to pay for taxes and working capital of approximately $888,000.

Further, we have incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.

Our liquidity needs to date had been satisfied through the receipt of $25,000 from our Sponsor to purchase the Founder Shares, and a loan of approximately

$121,000 pursuant to a promissory note to our Sponsor (the Note), and the proceeds from the consummation of the Private Placement not held in the Trust Account.

Approximately $31,000 remains outstanding under the Note as of

December 31, 2020.

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide us Working Capital Loans.

As of December 31, 2020, there were no amounts

outstanding under any Working Capital Loan.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing

capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, we will be

using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Results of Operations

Our entire activity since inception through December 31, 2020 related to our formation, the preparation for the Initial Public Offering, and since

the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

We will not generate any operating revenues until after

completion of our initial Business Combination.

We will generate non-operating income in the form of gain on investment (net), dividends and interest held in Trust Account.

We expect 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.

For the period from September 14, 2020 (inception) through December 31, 2020, we had a net loss of approximately $629,000, which consisted of

approximately $602,000 in general and administrative expenses and approximately $58,000 of franchise tax expense, which was partially offset by approximately $31,000 net gain on investments held in the Trust Account.

Contractual Obligations

We do not have any long-term

debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

Registration Rights

The holders of Founder

Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be

issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement.

These holders will be 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 $6.00 million in the aggregate, paid upon the closing of the Initial

Public Offering.

In addition, $0.35 per unit, or approximately $10.50 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to 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.

Accounting Policies and Estimates

This managements discussion and analysis of our financial condition and results of operations is based on our

financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of our financial statements requires us to make estimates and judgments that affect the

reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value

of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

We have identified the following as its

critical accounting policies:

Investments Held in the Trust Account

Our portfolio of investments held in the Trust Account is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities, or a combination thereof.

Our investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities (net), dividends and

interest held in Trust Account in the statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 Distinguishing

Liabilities from Equity. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Shares of conditionally redeemable Class A common stock

(including 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 Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of

uncertain future events.

Accordingly, as of December 31, 2020, 28,541,813 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders equity section of our balance

Net Loss Per Common Share

We comply with

accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock

outstanding for the period.

We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,500,000 shares of Class A common stock in the calculation of

diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted earnings per share is the same as basic earnings per share for the period.

Our statement of operations includes a presentation of income per share for common stock subject to

redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from

investments held in the Trust Account of approximately $31,000, net of applicable franchise taxes of approximately $31,000 for the period from September 14, 2020 (inception) through December 31, 2020, by the weighted average number of

shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted for Class B common stock for the period from September 14, 2020 (inception) through December 31, 2020 is calculated by dividing the

general and administration expenses of approximately $602,000 and franchise taxes of approximately $27,000, resulting in a net loss of approximately $629,000, by the weighted average number of Class B common stock outstanding for the period.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2020, 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.

The Jumpstart Our Business Startups Act of 2012

(the JOBS Act) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We qualify as an emerging growth company and under the JOBS Act are allowed to comply with new

or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing 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, the financial statements may not be comparable to companies that

comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits

of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to,

among other things, (i) provide an auditors 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 auditors 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 CEOs 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.

Recent Accounting Pronouncements

Our management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a

material effect on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to

provide the information otherwise required under this item.

Financial Statements and Supplementary Data

This information appears following Item 15 of this Annual Report on Form 10-K and is incorporated

herein by reference.

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure.

Prior to the closing of our business combination, dMY common stock, units and warrants were listed on the NYSE under the symbols DMYI,” “DMYI-UN”

and “DMYI-WT,”

respectively.

On September 30, 2021, our common stock and public warrants began trading on the NYSE under the symbols “IONQ” and “IONQ WS,” respectively.

We no longer have any outstanding units.

As of March 15, 2022, there were approximately 181 stockholders of record.

The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future.

Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Recent Sales of Unregistered Equity Securities

Use of Proceeds from the IPO

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.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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-K

Item 5. Market for Registrant’s Common Equity