What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 202 added, 164 removed, 334 unchanged (52% of the section changed)

1 unchanged sentence

DMY TECHNOLOGY GROUP, INC.

CONDENSED BALANCE SHEETS

June 30, 2021

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2021

December 31, 2020

2 unchanged sentences

Total current assets

held in Trust Account

Investments held in Trust Account

Deferred offering costs associated with initial public offering

Liabilities and Stockholders’ Equity:

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):

Current liabilities:

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Commitments and Contingencies

Class A common stock, $ 0.0001 par value;

Class A common stock subject to possible redemption, $ 0.0001 par value;

34,500,000 and - 0 -

shares subject to possible redemption at $ 10.00 per share at June 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity:

shares at $ 10.00 per share at September 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value;

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380,000,000 shares authorized;

5,090,746 and - 0 -

shares issued and outstanding (excluding 29,409,254 and -0-

shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively

no non-redeemable shares issued or outstanding

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

shares issued and outstanding

8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in

Accumulated deficit

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

The accompanying notes are an integral part of these unaudited condensed financial statements.

Total stockholders’ equity (deficit)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

For the three months ended

June 30, 2021

For the six months ended

June 30, 2021

For the nine months ended

September 30, 2021

General and administrative expenses

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Interest income earned in operating account

Gain on investments (net), dividends and interest, held in Trust Account

Income from investments held in Trust Account

Loss upon issuance of private placement warrants

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Basic and diluted net loss per share, Class B common stock

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Additional Paid-In

Stockholders’

Equity (Deficit)

Balance - December 31, 2020

Sale of units in initial public offering, less fair value of public warrants

Offering costs

Class A common stock subject to possible redemption

( 294,325,967

( 294,328,910

Accretion of Class A common stock subject to possible redemption amount

Balance - March 31, 2021 (Unaudited)

Class A common stock subject to possible redemption

Balance - June 30, 2021 (Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Balance - September 30, 2021 (Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the six months ended

June 30, 2021

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

For the nine months ended

September 30, 2021

Cash Flows from Operating Activities:

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General and administrative expenses paid by related party under promissory note

Gain on investments (net), dividends and interest, held in Trust Account

Income from investments held in Trust Account

Loss upon issuance of private placement warrants

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Change in fair value of derivative warrant liabilities

Legal expenses deferred until business combination

Changes in operating assets and liabilities:

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Offering costs paid

Deferred legal fees

Net cash provided by financing activities

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Deferred underwriting commissions in connection with the initial public offering

Value of Class A common stock subject to possible redemption

The accompanying notes are an integral part of these unaudited condensed financial statements.

Deferred legal fees

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Organization and Business Operations

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The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations.

All activity for the period from December 15, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a target for its initial Business Combination.

As of September 30, 2021, the Company had not commenced any operations.

activity for the period from December 15, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a target for its initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

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DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

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However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

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 only $ 10.00 .

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DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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Proposed Business Combination

On July 7, 2021, the Company entered into an agreement and plan of merger, by and among dMY IV, Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”), and Planet Labs Inc., a Delaware corporation (“Planet”) (as the same may be amended and/or restated from time to time, the “Merger Agreement”).

The Merger Agreement and the transactions contemplated thereby were unanimously approved by dMY IV’s board of directors on July 6, 2021.

Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by dMY IV’s and Planet’s stockholders, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the First Merger as a wholly owned subsidiary of dMY IV, and, at Planet’s election, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation may merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of dMY IV.

In addition, in connection with the consummation of the Business Combination, dMY IV will be renamed as reasonably determined by Planet.

On July 7, 2021, the Company entered into an agreement and plan of merger, by and among the Company, Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Second Merger Sub”), and Planet Labs Inc., a Delaware corporation (“Planet”) (as the same may be amended and/or restated from time to time, the “Merger Agreement”).

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Company’s board of directors on July 6, 2021.

Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by the Company’s and Planet’s stockholders, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the First Merger as a wholly owned subsidiary of the Company, and, at Planet’s election, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation may merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company.

In addition, in connection with the consummation of the Business Combination, the Company will be renamed as reasonably determined by Planet.

See the Current Report on Form 8-K, filed

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Going Concern Consideration

As of June 30, 2021, the Company had approximately $ 229,000 in cash, approximately $ 58,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $ 323,000 (not taking into account tax obligations of approximately $ 100 ,000 that may be paid using investment income earned in Trust Account).

As of September 30, 2021, the Company had approximately $ 76,000 in cash, approximately $ 99,000 of interest income available in the Trust Account to pay for taxes and a working capital deficit of approximately $ 3.7 million (not taking into account tax obligations of approximately $ 150 ,000 that may be paid using investment income earned in Trust Account).

Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.

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Subsequent to the consummation of the Initial Public Offering in March 2021, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, and the advance of $ 37,000 from an officer in August 2021.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities.

Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S.

The accompanying unaudited condensed consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period.

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period.

Revision to Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity.

The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity.

Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than

$ 5,000,001 .

Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets.

Effective with these condensed consolidated financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering.

The change in the carrying value of the redeemable shares of Class A common stock at the Initial Public Offering resulted in a decrease of approximately $ 5.7 million in additional paid-in

capital and an increase of approximately $ 45.2 million to accumulated deficit, as well as a reclassification of 5,093,128 shares of Class A common stock from permanent equity to temporary equity.

The Company will present this revision in a prospective manner in all future filings.

Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K

filed with the SEC on March 15, 2021 and the previously issued financial statements included Form 10-Qs

will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.

The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $ 50.7 million and $ 50.9 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption.

There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares.

This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of th e

Company and its wholly owned subsidiaries.

All significant inter-company transactions and balances have been eliminated in consolidation.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation

limit of $ 250,000 .

As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of June 30, 2021 and December 31, 2020.

The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Investments Held in the Trust Account

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Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statements of operations.

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

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Accordingly, the actual results could differ significantly from those estimates.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to their short-term nature.

Fair Value Measurements

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of June 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments.

As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments.

The Company’s investments held in Trust Account are comprised of investments in U.S.

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Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

at each reporting date, with changes in the fair value reported in the statements of operations.

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Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC Topic 340-10-S99-1

The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for the Initial Public Offering and the underwriting commissions.

Upon the completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant liabilities of approximately $ 0.7 million were charged to unaudited condensed statements of operations.

costs associated with the Class A common stock of approximately $ 18.9 million were charged to unaudited condensed statements of

stockholders’ equity upon the completion of the Initial Public Offering.

Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating

expenses in the condensed consolidated statements of operations.

Offering costs associated with the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

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The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, the

29,409,254 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheet.

Net Loss Per Share of Common Stock

The Company’s condensed statements of operations include a presentation of net loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class

method of net loss per common stock.

Net loss per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods.

Net loss per common stock, basic and diluted, for Class B common stock is calculated by dividing the net loss, adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods.

Class B common stock do not have any redemption features and do not participate in the income earned on the Trust Account.

The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table reflects the calculation of basic and diluted net loss per share of common stock:

For the Three Months

Ended June 30, 2021

For the Six Months

Ended June 30, 2021

Class A common stock

Income allocable to Class A common stock

Income from investments held in Trust Account

Company’s portion available to be withdrawn to pay taxes

Net income attributable to Class A common stock

Weighted average Class A common stock

Basic and diluted weighted average shares outstanding, Class A common stock

Basic and diluted net income per share, Class A common stock

Class B common stock

Net loss minus net income attributable to Class A common stock

( 14,785,688 )

Net income attributable to Class A common stock

Net loss attributable to Class B common stock

Weighted average Class B common stock

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net loss per share, Class B common stock

Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extend available) and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

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 (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of

12,833,333 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share of common stock for the three and nine months ended September 30, 2021.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:

For the Three Months Ended

September 30, 2021

For the Nine Months Ended

September 30, 2021

Basic and diluted net income (loss) per common stock:

Allocation of net income (loss)

Basic and diluted weighted average common stock outstanding

Basic and diluted net income (loss) per common stock

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets were deemed to be de minimus as of June 30, 2021 and December 31, 2020.

Deferred tax assets were deemed to be de minimus as of September 30, 2021 and December 31, 2020.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020.

There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020.

No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

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Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed

financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Note 3—Initial Public Offering

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of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 6).

Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50

per share, subject to adjustment (see Note 6).

Note 4—Related Party Transactions

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The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $ 8.9 million.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 per share.

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50

A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account.

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Related Party Loans

On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 200,000

to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

This loan was non-interest

bearing and payable upon the completion of the Initial Public Offering.

The Company fully borrowed $ 200,000 under the Note and received an advance of approximately $ 791,000 from the related parties.

The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $ 991,000 , on March 10, 2021.

In August 2021, the Company received an advance of $ 37,000 from an officer for working capital needs.

The Company fully borrowed $ 200,000

under the Note and received an advance of approximately $ 791,000

from the related parties.

The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $ 991,000

, on March 10, 2021.

In August 2021, the Company received an advance of $ 37,000

from an officer for working capital needs.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

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The warrants would be identical to the Private Placement Warrants.

of June 30, 2021 and December 31, 2020, the Company had no

borrowings under the Working Capital Loans.

As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on the date that the Company’s securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team.

For the three and six months ended June 30, 2021, the Company accrued $ 30,000 and $ 40,000 , respectively, in connection with such services in the accompanying unaudited condensed statements of operations.

For the three and nine months ended September 30, 2021, the Company accrued $ 30,000 and $ 70,000 , respectively, in connection with such services in the accompanying unaudited condensed consolidated statements of operations.

The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

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The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5—Commitments and Contingencies

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The Company will bear the expenses incurred in connection with the filing of any such registration statements.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Underwriting Agreement

The Company granted the underwriters a 45-day

option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000

additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

The underwriter exercised its over-allotment option in full on March 9, 2021.

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The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Stockholders’ Equity

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock

—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of June 30, 2021, there were 5,090,746 shares of Class A common stock issued or outstanding, excluding 29,409,254 shares subject to possible redemption.

B Common Stock

—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

On December 16, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor.

On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding.

Of the 8,625,000 shares of Class B common stock outstanding, an aggregate of up to 1,250,000 shares of Class B common stock were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering.

The underwriter exercised its over-allotment option in full on March 9, 2021;

thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one

basis, subject to adjustment for stock splits , stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted

basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) , including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one

Note 6 — Derivative Warrant Liabilities

As of June 30, 2021, the Company has 6,900,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding.

As of September 30, 2021, the Company has 6,900,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares.

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Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $ 11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price , and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The warrants have an exercise price of $ 11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding

of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price , and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

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that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock;

if, and only if, the closing price of Class A common stock equals or exceeds $ 10.00

per Public Share (as adjusted) for any 20 trading days within the 30 -trading

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading

day period ending three trading days before the Company sends notice of redemption to the warrant holders.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

2 unchanged sentences

Accordingly, the warrants may expire worthless.

Note 8—Fair Value Measurements

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model.

For the three and six months ended June 30, 2021, the Company recognized a charge to the accompanying unaudited condensed statements of operations resulting from a decrease of in the fair value of liabilities of approximately $ 2.9 million and $ 3.4 million, respectively, presented as changes in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations.

Note 7—Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of September 30, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all of which are subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets.

The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:

Gross proceeds

Proceeds allocated to Public Warrants

Class A common stock issuance costs

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

Note 8—Stockholders’ Equity

Preferred Stock

As of September 30, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock

—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

As of September 30, 2021, there were 380,000,000 shares of Class A common stock, par value of $ 0.0001 per share, all of which are subject to possible redemption and classified in temporary equity (see Note 7).

As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.

B Common Stock

—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

On December 16, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor.

On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding.

The underwriter exercised its over-allotment option in full on March 9, 2021;

thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy:

June 30, 2021

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one

basis, subject to adjustment for stock splits , stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

Note 9—Fair Value Measurements

The fair value of the Public Warrants issued in connection with th e

Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model.

For the three months ended September 30, 2021, the Company recognized a non-operating

loss in the accompanying unaudited condensed consolidated statements of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $ 2.7 million.

For the nine months ended September 30, 2021, the Company recognized a non-operating

gain in the accompanying unaudited condensed consolidated statements of operations resulting from a decrease in the fair value of derivative warrant liabilities of approximately $ 0.7 million.

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy:

Quoted Prices in Active

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The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded.

As of June 30, 2021, the Public Warrants were publicly traded at $ 1.42 per warrant.

As of September 30, 2021, the Public Warrants were publicly traded at $ 1.90 per warrant.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs.

6 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

DMY TECHNOLOGY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

As of June 30, 2021

As of September 30, 2021

Exercise price

2 unchanged sentences

Dividend yield

The change in the fair value of the derivative warrant liabilities at level 3 for the six months ended June 30, 2021 is summarized as follows:

The change in the fair value of the derivative warrant liabilities at level 3 for the nine months ended September 30, 2021 is summarized as follows:

Level 3—Derivative warrant liabilities at January 1, 2021

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Level 3—Derivative warrant liabilities at June 30, 2021

Change in fair value of derivative warrant liabilities

Level 3—Derivative warrant liabilities at September 30, 2021

Note 10—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements, except as noted below and in Note

In August 2021, the Company received an advance of $ 37,000 from an officer for working capital needs.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

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 1. Financial Statements